CASTLE & MORGAN HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>v020330_ex10-3.txt
<TEXT>

Exhibit 10.3

               ALLONGE AND PARTIAL ASSIGNMENT OF CONVERTIBLE NOTE

      1.  Assignment.  For value  received  and pursuant to Section 3(c) of that
certain  Securities  Purchase Agreement (the "Securities  Purchase  Agreement"),
dated as of May 31,  2005,  by and among the  Purchasers  named on Schedule A to
this instrument (each an "Assignee" and collectively, the "Assignees"), Castle &
Morgan Holdings,  Inc., a Delaware corporation ("CSMH"), and Gaha Ventures, LLC,
A New York Limited  Liability  Company,  Altitude Group, LLC, a New York Limited
Liability  Company,  David Cantor,  an individual and Fountainhead  Investments,
Inc., a Delaware corporation (collectively,  "Assignor"), Assignor hereby sells,
assigns,  transfers and conveys to Assignees in the respective principal amounts
specified on Schedule A (with a pro rata portion of all accrued interest and any
other amounts owed being similarly assigned) all of the Assignor's rights, title
and interest in $26,460.00  (the  "Assigned  Amount") of the face amount of that
certain  Convertible Note dated as of April 1, 2005 made by CSMH in favor of the
Assignor in the original  principal  amount of $52,920 which is attached  hereto
marked Exhibit A (the "Convertible Note"), and all accrued interest and payments
thereon which are outstanding as of the date of this Assignment  relating to the
Assigned Amount  (collectively,  all such principal,  interest and other amounts
outstanding under the Convertible Note are referred to herein as "Obligations").

      2.  Assignor's  Representations.   Assignor  represents  and  warrants  to
Assignee as follows:

            (a) The  Assignor  has  good,  valid  and  marketable  title  to the
Convertible Note, free and clears from all Security Interests or encumbrances.

            (b)  The  Assignor  has  not  assigned,  pledged,   hypothecated  or
otherwise  encumbered  the  Convertible  Note.  Upon  delivery  of the  original
Convertible Note and this duly executed assignment to the Purchasers pursuant to
this Agreement,  the Purchasers will acquire valid title thereto, free and clear
of any Security Interests.

            (c) The  Assignor  has not  received  any  payments of  principal or
interest under the Convertible Note, nor has Assignor  compromised,  forgiven or
otherwise reduced the amount of principal and interest due under the Convertible
Note.

            (d)  The  issuance  and  delivery  of the  Convertible  Note  to the
Assignor  was  duly  authorized  by  all  requisite  corporate  action  and  the
Convertible  Note  constitutes  a legal,  valid and  binding  obligation  of the
Company and is  enforceable  with respect to the Company in accordance  with its
terms, except as enforcement may be limited by bankruptcy,  insolvency, priority
or  other  laws or  court  decisions  relating  to or  affecting  generally  the
enforcement  of creditors'  rights or affecting  generally the  availability  of
equitable remedies.

      3. Acceptance by Assignee.  Assignees  hereby accept the assignment of the
Obligation  on the terms and  conditions  set forth in the  Securities  Purchase
Agreement.


                                       1
<PAGE>

      IN WITNESS WHEREOF,  the parties have executed this Allonge and Assignment
of Convertible Note to be effective as of 31st day of May 2005.


ASSIGNEES

R&R BIOTECH PARTNERS, LLC


/s/ Thomas G. Pinou
-------------------------------------------
By: Thomas G. Pinou

MOYO PARTNERS, LLC


/s/ Arnold Kling
-------------------------------------------
By: Arnold Kling

ASSIGNOR

GAHA VENTURES, LLC


/s/ Jodi Kirsch
-------------------------------------------
By: Jodi Kirsch

ALTITUDE GROUP, LLC


/s/ Michael William Kreizman
-------------------------------------------
By: Michael William Kreizman, President


/s/ David Cantor
-------------------------------------------
DAVID CANTOR

FOUNTAINHEAD INVESTMENTS, INC.


/s/ Peter C. Zachariou
-------------------------------------------
By: Peter C. Zachariou


                                       2
<PAGE>

                                   SCHEDULE A

                               LIST OF PURCHASERS

NAME AND ADDRESS OF PURCHASER              NOTE FACE AMOUNT
-----------------------------              ----------------

R&R Biotech Partners, LLC                  $21,168.00
330 Madison Avenue, 27th floor
New York, NY 10017


Moyo Partners, LLC                         $ 5,292.00
c/o Arnold Kling, Esq.
444 East 86th Street, PHF
New York, NY 10028


                                       3
<PAGE>

                                    EXHIBIT A

                                Convertible Note

                               [See Exhibit 10.2]


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</TEXT>
</DOCUMENT>
