Exhibit 4.30


    Exhibit
      4.30

    


    


    SINOFRESH
      HEALTHCARE, INC.

    NON-QUALIFIED
      STOCK OPTION AGREEMENT

    FOR

    W.
      RANDOLPH WARNER

     

    Agreement

     

    1. Grant
      of Option.
      SinoFresh Healthcare, Inc., a Florida corporation (the “Company”) hereby issues
      this option agreement to evidence an option (the “Option”) committed to W.
      Randolph Warner (“Optionee”)
      by the Company as of November 7, 2005 (which date shall be deemed the “Date of
      Grant”) pursuant to an Agreement dated November 7, 2005 (the “Agreement”)
      between the Company and the Optionee and which Option is assumed by the Company.
      This is an Option to purchase up to 100,000
      shares
      of the Company's Common Stock, no par value (the “Stock”), at an exercise price
      per share equal to Sixty Cents ($0.60) (the “Option Price”). This Option shall
      be subject to the terms and conditions set forth herein. This Option is a
      nonqualified stock option, and not an incentive stock option within the meaning
      of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

     

    2. Exercise
      Schedule.
      This
      Option vests on the date that the first purchase order of SFSH Products as
      defined in the Agreement is received from certain Customers (also as defined
      in
      the Agreement), provided that such purchase order directly resulted from a
      meeting arranged with the certain Customers within 90 days of this Grant Date
      and/or that such Agreement has not been terminated.

     

    3. Method
      of Exercise.
      This
      Option shall be exercisable in whole or in part by written notice which shall
      state the election to exercise this Option, the number of shares of Stock in
      respect of which this Option is being exercised, and such other representations
      and agreements as to the holder's investment intent with respect to such shares
      of Stock as may be required by the Company. Such written notice shall be signed
      by the Optionee and shall be delivered in person or by certified mail to the
      President of the Company. The written notice shall be accompanied by payment
      of
      the exercise price. This Option shall be deemed to be exercised after (a)
      receipt by the Company of such written notice accompanied by the exercise price,
      and (b) arrangements that are satisfactory to the Board of Directors in its
      sole
      discretion have been made for Optionee's payment to the Company of the amount
      that is necessary to be withheld in accordance with applicable Federal or state
      withholding requirements. No shares of Stock will be issued pursuant to this
      Option unless and until such issuance and such exercise shall comply with all
      relevant provisions of applicable law, including the requirements of any stock
      exchange upon which the Stock then may be traded.

     

    4. Method
      of Payment.
      Payment
      of the exercise price shall be by any of the following, or a combination
      thereof, at the election of the Optionee: (a) cash; (b) check; (c) with shares
      that have been held by the Optionee for at least 6 months (or such other shares
      as the Company determines will not cause the Company to recognize for financial
      accounting purposes a charge for compensation expense); (d) subject to there
      being an effective Form S-8 registration statement (or other applicable
      registration) in place for this Option, pursuant to a “cashless exercise”
procedure, by delivery of a properly executed exercise notice together with
      such
      other documentation, and subject to such guidelines, as the Company shall
      require to effect an exercise of this Option and delivery to the Company by
      a
      licensed broker acceptable to the Company of proceeds from the sale of Stock
      or
      a margin loan sufficient to pay the Option Price and any applicable income
      or
      employment taxes; or (d) such other consideration or in such other manner as
      may
      be determined by the Board of Directors in its absolute discretion.

     

    
      
         

      

      
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    This
      Option may also be exercised by a cashless exercise procedure pursuant to a
      formula (“Formula Cashless Exercise”), or a combination of cash and Formula
      Cashless Exercise. In the event of a Formula Cashless Exercise, the Optionee
      shall surrender this Option to the Company with a written notice of the
      Optionee’s intention to effect a cashless exercise, including a calculation of
      the number of shares of common stock to be issued upon such exercise in
      accordance with the terms hereof; and, in lieu of paying the Option Price in
      cash, the Optionee shall surrender this Option for that number of shares of
      common stock determined by multiplying the number of shares of common stock
      to
      which it would otherwise be entitled by a fraction, the numerator of which
      shall
      be the difference between (i) the average Market Price per share of the common
      stock for the five (5) Trading Days immediately prior to the date of delivery
      of
      the cashless exercise notice to the Company (the “Cashless Exercise Market
      Price”) and (ii) the Option Price, and the denominator of which shall be the
      Cashless Exercise Market Price. As used herein, “Market Price” means, as of any
      Trading Day, (i) the closing sale price for the shares of common stock on the
      NASD OTC Bulletin Board (“OTCBB”) as reported by Bloomberg, or (ii) if the OTCBB
      is not the principal trading market for the shares of Common Stock, the closing
      sale price on the principal trading market for the common stock as reported
      by
      Bloomberg, or (iii) if market value cannot be calculated as of such date on
      any
      of the foregoing basis, the Market Price shall be the fair market value as
      reasonably determined in good faith by the Company’s Board of Directors. As used
      herein, a “Trading Day” shall mean any day on which the common Stock is traded
      for any period on the OTCBB, or on the principal securities exchange or other
      securities market on which the common stock is then being traded.”

     

    5. Termination
      of Option. 

     

    (a) This
      Option shall terminate and become null and void on the fifth (5th)
      anniversary of the Date of Grant.

     

    (b) To
      the
      extent not previously exercised, (i) this Option shall terminate immediately
      in
      the event of (1) the liquidation or dissolution of the Company, or (2) any
      reorganization, merger, consolidation or other form of corporate transaction
      in
      which the Company does not survive, or the Company’s outstanding shares are
      converted into or exchanged for securities issued by another entity, or an
      affiliate of such successor or acquiring entity, unless the successor or
      acquiring entity, or a parent or subsidiary of such successor or acquiring
      entity, assumes this Option or substitutes an equivalent option or right
      pursuant to Section 6 below, and (ii) the Board of Directors in its sole
      discretion may by written notice (“cancellation notice”) cancel, effective upon
      the consummation of a corporate transaction described in Section 5(b)(A) below
      in which the Company does survive, this Option (or portion thereof) that remains
      unexercised on such date. The Board of Directors shall give written notice
      of
      any proposed transaction referred to in this Section 5(b) a reasonable period
      of
      time prior to the closing date for such transaction (which notice may be given
      either before or after approval of such transaction), in order that the Optionee
      may have a reasonable period of time prior to the closing date of such
      transaction within which to exercise this Option if and to the extent that
      it
      then is exercisable. The Optionee may condition his exercise of this Option
      upon
      the consummation of a transaction referred to in this Section 5(b).

     

    (A) As
      used
      in Section 5(b) above, a corporate transaction in which the Company does survive
      shall mean the approval by the shareholders of the Company of a reorganization,
      merger, consolidation or other form of corporate transaction or series of
      transactions, in each case, with respect to which persons who were the
      shareholders of the Company immediately prior to such reorganization, merger
      or
      consolidation or other transaction do not, immediately thereafter, own more
      than
      50% of the combined voting power entitled to vote generally in the election
      of
      directors of the reorganized, merged or consolidated company's then outstanding
      voting securities, or a liquidation or dissolution of the Company or the sale
      of
      all or substantially all of the assets of the Company (unless such
      reorganization, merger, consolidation or other corporate transaction,
      liquidation, dissolution or sale (any such event being referred to as a
“Corporate Transaction”) is subsequently abandoned).

     

    (c) Notwithstanding
      anything to the contrary contained in this Agreement, the merger of the Company
      with and into SinoFresh Acquisition Corp., a Florida corporation, shall not
      constitute a corporate transaction subject to this Section 5.

    
      
         

      

      
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    6. Stock
      Dividend or Reorganization.

     

    (a) If
      (i)
      the Company shall at any time be involved in a transaction described in Section
      424(a) of the Code (or any successor provision) or any “corporate transaction”
described in the regulations thereunder; (ii) the Company shall declare a
      dividend payable in, or shall subdivide or combine, its Common Stock or (iii)
      any other event with substantially the same effect shall occur, the Board of
      Directors shall, subject to applicable law, with respect to this Option,
      proportionately adjust the number of shares of Common Stock subject to this
      Option and/or the exercise price per share so as to preserve the rights of
      the
      Optionee substantially proportionate to the rights of the Optionee prior to
      such
      event. 

     

    (b) In
      the
      event that the presently authorized capital stock of the Company is changed
      into
      the same number of shares with a different par value, or without par value,
      the
      stock resulting from any such change shall be deemed to be Common Stock within
      the meaning of this Option, and this Option shall apply to the same number
      of
      shares of such new stock as it applied to old shares immediately prior to such
      change.

     

    (c) If
      the
      Company shall at any time declare an extraordinary dividend with respect to
      the
      Common Stock, whether payable in cash or other property, the Board of Directors
      may, subject to applicable law, in the exercise of its sole discretion and
      with
      respect to this Option, proportionately adjust the number of shares of Common
      Stock subject to this Option and/or adjust the exercise price per share so
      as to
      preserve the rights of the Optionee substantially proportionate to the rights
      of
      the Optionee prior to such event.

     

    (d) The
      foregoing adjustments in the shares subject to this Option shall be made by
      the
      Board of Directors, or by the applicable terms of any assumption or substitution
      document.

     

    (e) The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations or changes of its capital
      or business structure, to merge, consolidate or dissolve, to liquidate or to
      sell or transfer all or any part of its business or assets.

     

    7. Transferability.
      Unless
      otherwise determined by the Board of Directors, this Option is not transferable
      otherwise than by will or under the applicable laws of descent and distribution,
      and during the lifetime of the Optionee this Option shall be exercisable only
      by
      the Optionee or the Optionee’s guardian or legal representative. In addition,
      this Option shall not be assigned, negotiated, pledged or hypothecated in any
      way (whether by operation of law or otherwise), and this Option shall not be
      subject to execution, attachment or similar process. Upon any attempt to
      transfer, assign, negotiate, pledge or hypothecate this Option, or in the event
      of any levy upon this Option by reason of any execution, attachment or similar
      process contrary to the provisions hereof, this Option shall immediately become
      null and void. The terms of this Option shall be binding upon the executors,
      administrators, heirs, successors and assigns of the Optionee.

     

    8. No
      Rights of Stockholders.
      Neither
      the Optionee nor any personal representative (or beneficiary) shall be, or
      shall
      have any of the rights and privileges of, a stockholder of the Company with
      respect to any shares of Stock purchasable or issuable upon the exercise of
      this
      Option, in whole or in part, prior to the date of exercise of this
      Option.

    
      
         

      

      
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    9. No
      Right to Employment.
      Neither
      this Option nor this Agreement shall confer upon the Optionee any right to
      employment or service with the Company.

     

    10. Law
      Governing.
      This
      Agreement shall be governed in accordance with and governed by the internal
      laws
      of the State of Florida.

     

    11. Notices.
      Any
      notice under this Agreement shall be in writing and shall be deemed to have
      been
      duly given when delivered personally or when deposited in the United States
      mail, registered, postage prepaid, and addressed, in the case of the Company,
      to
      the Company's President at 516 Paul Morris Drive, Englewood, Florida 34223,
      or
      if the Company should move its principal office, to such principal office,
      and,
      in the case of the Optionee, to the Optionee's last permanent address as shown
      on the Company's records, subject to the right of either party to designate
      some
      other address at any time hereafter in a notice satisfying the requirements
      of
      this Section.

     

    12. Tax
      Consequences.
      Set
      forth below is a brief summary as of the date of this Option of some of the
      federal tax consequences of exercise of this Option and disposition of the
      Stock. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
      ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
      THIS OPTION OR DISPOSING OF THE SHARES OF STOCK.

     

    (a) Exercise
      of Option. There
      may
      be a regular federal income tax liability upon the exercise of this Option.
      The
      Optionee will be treated as having received compensation income (taxable at
      ordinary income tax rates) equal to the excess, if any, of the fair market
      value
      of the Stock on the date of exercise over the Option Price. If Optionee is
      an
      employee, the Company will be required to withhold from Optionee’s compensation
      or collect from Optionee and pay to the applicable taxing authorities an amount
      equal to a percentage of this compensation income at the time of exercise.
      

     

    (b) Disposition
      of Stock. 
      If the
      Stock is held for at least one year, any gain realized on disposition of the
      Stock will be treated as long-term capital gain for federal income tax
      purposes.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.

     

    
      	 	
              COMPANY:

              SinoFresh
                Healthcare, Inc., a Florida corporation

              By:
                /s/ Charles Fust

              Name:
                Charles Fust

              Title:
                Chairman and CEO

            


    

     

    Optionee
      has reviewed this Option in its entirety, has had an opportunity to obtain
      the
      advice of counsel prior to executing this Option, and fully understands all
      provisions of this Option.

    
       

      
        	 	
                OPTIONEE:

                Name:
                  /s/ W.
                  Randolph Warner

                W.
                  Randolph Warner

              


      

    

     

     

    
      
         

      

      
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