INVESTMENT BANKING SERVICES AGREEMENT
              SINOFRESH HEALTHCARE, INC. ITS AFFILIATES AND ASSIGNS
                               (THE "COMPANY") AND
           SARGON CAPITAL, INC., ITS SUCCESSORS AND ASSIGNS ("SARGON")
                                OCTOBER 24, 2002
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SCOPE OF SERVICES:  The  Company is  engaging  Sargon on an  exclusive  basis to
                    perform   investment  banking  and  merger  and  acquisition
                    consulting  services.  The  scope  of  such  services  shall
                    include the merger of the Company  with another  entity,  or
                    the sale of part or all of the Company's  fixed,  technology
                    or intangible  assets including the Company's  product,  its
                    website and any related systems (the "Transactions").

                    For the  purposes of this  Agreement a "sale" shall mean any
                    transaction or series or combination of transactions,  other
                    than in the ordinary  course of trade or business,  whereby,
                    directly or  indirectly,  control of or any  interest in the
                    Company or its  subsidiaries or affiliates,  or any of their
                    respective   businesses  (a  "Business")  or  any  of  their
                    respective   assets,   is  transferred  for   consideration,
                    including, without limitation, a sale or exchange of capital
                    stock  or  assets,  a lease  of  assets  with or  without  a
                    purchase    option,   a   merger   or    consolidation,    a
                    recapitalization,  a tender or exchange  offer,  a leveraged
                    buy-out,   the  formation  of  a  joint  venture,   minority
                    investment or partnership, or any similar transaction.

                    (a)   Except  as   provided   in   subsection   (b)   below,
                    "consideration" shall mean the full transaction value of any
                    sale of the Company including, without limitation, the total
                    value  of all  cash,  securities,  other  property  and  any
                    contingent,  earned or other  consideration paid or payable,
                    directly or indirectly,  by an acquiring  party to a selling
                    party or to a participant  in the  transaction in connection
                    with a sale of the Company. The value of any such securities
                    (whether debt or equity) or other property or items of value
                    shall be determined as follows:  (i) the value of securities
                    that are freely  traceable in an  established  public market
                    shall be the last closing  market  price of such  securities
                    prior to the public announcement of the sale; (ii) the value
                    of securities  which are not freely  traceable or which have
                    no  established  public  market,  or  if  the  consideration
                    utilized  consists of property  other than  securities,  the
                    value of such securities or other property shall be the fair
                    market  value  thereof;  and  (iii)  the  sum of  all  lease
                    payments.  "Consideration" shall also include the face value
                    of any indebtedness (except to trade creditors) to which the
                    sale of the  Company is  subject or to which the  Company or
                    its  subsidiaries  or affiliates (or portion  thereof) to be
                    sold remains  obligated,  or indebtedness that is assumed in
                    connection  therewith,   the  value  of  any  consulting  or
                    employment  agreements  received  by the  principals  of the
                    Company in excess of their historical salary levels, and the
                    value of any  payments to be received by the  principals  of
                    the  Company  for  entering  into   non-compete  or  similar
                    agreements.    In   the   case   of   a    recapitalization,
                    "consideration"   shall  include  the  aggregate  amount  of
                    indebtedness  incurred or equity  raised by the Company or a
                    successor thereof in connection with such  recapitalization.

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Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
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                    If any  consideration  to be paid is  computed  in a foreign
                    currency,  the value of such  foreign  currency  shall,  for
                    purposes  hereof,  be  converted  into U.S.  Dollars  at the
                    prevailing  exchange rate on the date or dates on which such
                    consideration is paid.

                    (b) If the sale of the Company is  structured  in such a way
                    as to provide for the transfer of only part of the assets of
                    the Company or its subsidiaries or affiliates or one or more
                    of the  Businesses  of the  Company or its  subsidiaries  or
                    affiliates  and the  retention  of other  assets or Business
                    (es), including, but not limited to, cash, cash equivalents,
                    investments,  inventories  and  receivables,  such  retained
                    assets  shall not be deemed to be part of the  consideration
                    received  in  connection  with the sale of the  Company,  as
                    follows: (A) with respect to investments, in an amount equal
                    to the market value of such investments, (B) with respect to
                    inventories and receivables,  in an amount equal to the book
                    value thereof,  and (C) with respect to any other assets, in
                    an amount to be reasonably determined by the parties.

RIGHT TO TERMINATE
NEGOTIATIONS:       The  Company  may  refuse  to  discuss  or   negotiate   any
                    Transaction with any party for any reason whatsoever and may
                    terminate negotiations with any party at any time.

LIST OF PARTIES:    Sargon  shall  maintain a  comprehensive  written  list (the
                    "List") of parties (the  "Parties")  developed by Sargon and
                    the  Company,   which  may  be  potential   Parties  to  any
                    Transaction involving the Company.  Sargon shall be entitled
                    to the  compensation as described  herein resulting from any
                    Transaction,  during  the term of this  agreement,  with any
                    Party that is on the List.  Sargon  shall  provide a copy of
                    the List to the Company from time to time.

TERM OF SARGON
ENGAGEMENT:         Five years from the date of execution of this agreement.

RESPONSIBILITIES OF
THE COMPANY:        The Company agrees to make its executive staff and employees
                    available,  upon  reasonable  notice,  on a regular basis to
                    conduct meetings with Sargon and outside parties that Sargon
                    deems  are  necessary  to  perform  its  duties  under  this
                    agreement.   The  Company   personnel   also  will   provide
                    historical  financial  and  operating  data as well as other
                    information,  reports,  etc.  within a reasonable  time upon
                    being requested by Sargon.  The Company would be responsible
                    for all direct  reasonable  expenses for services related to
                    Sargon's  activities  on  behalf  of (and  approved  by) the
                    Company,  provided by outside professionals  including,  but
                    not limited to, law  firm(s),  accounting  firm(s) and other
                    consultants.  The  Company  acknowledges  that Sargon is not
                    required  to  contribute  any  capital or  provide  legal or
                    auditing services in connection with the activities  defined
                    in this agreement.

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Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
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                    The Company  represents  and warrants  that all  information
                    made  available to Sargon by the Company or contained in the
                    Documents  will,  at  the  time  such  information  is  made
                    available to Sargon, be complete and correct in all material
                    respects  and will not  contain  any untrue  statement  of a
                    material fact or omit to state a material fact  necessary in
                    order to make the statements therein not misleading in light
                    of the circumstances under which such statements are made.

                    The  Company  further   represents  and  warrants  that  any
                    projections provided to Sargon or contained in the Documents
                    will have been prepared in good faith and will be based upon
                    assumptions which, in light of the circumstances under which
                    they are made, are reasonable.  The Company acknowledges and
                    agrees that in rendering its services hereunder, Sargon will
                    be using and relying, without any independent  investigation
                    or verification  thereof, on all information that is or will
                    be furnished to Sargon by or on behalf of the Company and on
                    publicly available  information,  and Sargon will not in any
                    respect be responsible  for the accuracy or  completeness of
                    any of the foregoing  kinds of information  (included in the
                    Documents or otherwise),  and that Sargon will not undertake
                    to make an independent appraisal of any of the assets of the
                    Company  or any  of  its  subsidiaries  or  affiliates.  The
                    Company  understands  that in rendering  services  hereunder
                    Sargon  will  also rely upon the  advice of  counsel  to the
                    Company and other  advisors to the Company as to legal,  tax
                    and other matters  relating to any  transaction  or proposed
                    transaction contemplated by this Agreement.

ROLE OF SARGON:     Sargon  is being  retained  to serve  as  financial  advisor
                    solely to the Company,  and it is agreed that the engagement
                    of Sargon  is not,  and shall not be deemed to be, on behalf
                    of, and is not intended to confer  rights or benefits  upon,
                    any   shareholder   or   creditor  of  the  Company  or  its
                    subsidiaries  or upon any  other  person or  entity.  No one
                    other  than the  Company  is  authorized  to rely  upon this
                    engagement of Sargon or any statements, conduct or advice of
                    Sargon,  and no one other than the Company is intended to be
                    a beneficiary of this  engagement.  All opinions,  advice or
                    other  assistance  (whether written or oral) given by Sargon
                    in connection  with this  engagement are intended solely for
                    the  benefit  and use of the  Company and will be treated by
                    the Company as confidential.

                    In connection with our engagement,  Sargon will develop,  in
                    consultation  with  the  Company,  a List of  entities  that
                    Sargon  believes  might  be  potential   purchasers  of  the
                    Company,  its securities,  its subsidiaries,  its affiliates
                    and/or any of their respective assets.  Sargon will initiate
                    discussions  with potential  purchasers,  participate in the
                    negotiation of possible  transactions and advise the Company
                    as to  negotiating  strategy and other matters in connection
                    therewith.   The  Company  will  furnish   Sargon  with  all
                    available  information and material regarding the Company as
                    Sargon may request in connection with the performance of its
                    obligations  hereunder.  Sargon  will  assist the Company in
                    preparing   a   document   or    documents    (collectively,
                    "Documents")  to describe the Company and its management and

------                                           --------
Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
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                    financial  status for use in  discussions  with  prospective
                    purchasers.

NON-CIRCUMVENT:     The Company further agrees not to attempt to circumvent this
                    agreement in an attempt to deprive Sargon or any other party
                    of any fees, commissions, of any other remuneration. To that
                    end this  document  shall be  considered to apply to any and
                    all  corporations of the Parties,  divisions,  subsidiaries,
                    employees,  consultants,   principals,  agents,  associates,
                    family members, assignees, or other associated persons.

                    Should  the  Company   circumvent   Sargon  and  complete  a
                    Transaction  with any party on the List then  Sargon will be
                    compensated as defined herein for any Transaction  occurring
                    within two (2) years from any such circumvention.

TRANSACTION FEES:   In the event that Sargon  identifies  a  Transaction  with a
                    party on the List and  introduces  the  Company to an entity
                    that  subsequently is acquired by or merged into the Company
                    or if such entity acquires any ownership interest (including
                    placement of shareholders'  stock) in, or merges the Company
                    into such entity in any form,  then Sargon would be paid, at
                    the closing of each such  acquisition or merger, a fee based
                    of the value of such transaction  calculated with respect to
                    the amount of the aggregate purchase price including assumed
                    debt (or the value of the consideration given,  whichever is
                    greater) for each such Transaction (the "Purchase Value") as
                    follows:

                       (a)  10% of the 1st one million dollars of Purchase Value
                       (b) 8% of the 2nd one million  dollars  of Purchase Value
                       (c) 6% of the 3rd one  million  dollars of Purchase Value
                       (d) 4% of the 4th one million dollars of Purchase Value
                       (e) 2% of the Purchase Value in excess of four million
                           dollars

TIMING OF
PAYMENT:            As  compensation   for  the  services   rendered  by  Sargon
                    hereunder,  the Company shall pay or cause Sargon to be paid
                    as follows:

                    (a)  If a  merger  or sale  of the  Company  occurs,  or the
                         parties reach a preliminary or definitive  agreement of
                         such merger or sale, either:

                         (i)  during the term of Sargon's  engagement and (a) if
                              the  party  or  parties  to the  recapitalization,
                              merger  or  sale  were  identified  by  Sargon  as
                              reflected on the List or

                         (ii) at any  time  during  a  period  of two (2)  years
                              following the  effective  date of  termination  of
                              Sargon's engagement  hereunder,  and the merger or
                              sale involves a party  introduced  by Sargon,  and
                              included on the List,  then, upon  consummation of
                              such transaction,  the Company shall pay to Sargon

------                                           --------
Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
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                              the applicable fees for the Transactions described
                              herein.

                    (b)  Compensation which is payable to Sargon pursuant to (a)
                         above  shall be paid by the  Company  to  Sargon at the
                         closing  of a merger or sale of the  Company,  provided
                         that   compensation   attributable   to  that  part  of
                         consideration  which is contingent  upon the occurrence
                         of some future event (e.g., the realization of earnings
                         projections) ("Contingent Consideration") shall be paid
                         by the  Company  to  Sargon at the  earlier  of (i) the
                         receipt of such consideration or (ii) the time that the
                         amount of such consideration can be determined.

                    (c)  In the event that Contingent Consideration described in
                         (b) above is payable by an  individual,  group or legal
                         entity other than the Company, or by a successor to the
                         Company,  after  the  closing  of  a  recapitalization,
                         merger or sale of the Company,  the Company shall cause
                         such  individual,  group,  entity or  successor  to pay
                         compensation  payable to Sargon  hereunder,  or, at the
                         closing,  to  enter  into  an  agreement  to  pay  such
                         compensation to Sargon according to the terms hereof.

BEST EFFORTS
BASIS               All activities  conducted by Sargon on behalf of the Company
                    are  on  a   best-efforts   basis  only.   Sargon  makes  no
                    representation  or warranty that the  achievement  of any of
                    the  goals  or  objectives  outlined  in this  agreement  is
                    guarantied. The Company acknowledges the best efforts nature
                    of this  agreement and that Sargon's  efforts may not result
                    in any of these goals and  objectives  being  realized or in
                    any capital being raised for the Company.

NO OTHER BROKERS:   The Company and Sargon  represents  and warrants  that there
                    are no brokers, representatives or other persons, which have
                    an  interest  in any  compensation  due to  Sargon  from any
                    transaction contemplated herein.

ANNOUNCEMENTS:      The  Company   agrees   that,   following   the  closing  or
                    consummation  of a  recapitalization,  merger or sale of the
                    Company,  Sargon  has the right to place  advertisements  in
                    financial  and  other  newspapers  and  journals  at its own
                    expense,  describing its services to the Company  hereunder,
                    provided  that  Sargon  will  submit  a  copy  of  any  such
                    advertisements to the Company for its prior approval,  which
                    approval shall not be unreasonably withheld.

INDEMNIFICATION:    In connection with engagements of the nature covered by this
                    Agreement,   it  is   Sargon's   practice   to  provide  for
                    indemnification,  contribution, and limitation of liability.
                    By  signing  this  Agreement,  the  Company  agrees  to  the
                    provisions attached to this Agreement  (Attachment A), which
                    provisions are expressly incorporated by reference herein.

------                                           --------
Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
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GOVERNING LAW:      The terms and  provisions  of this  Agreement are solely for
                    the  benefit  of  the  Company  and  Sargon  and  the  other
                    Indemnified   Persons  and  their   respective   successors,
                    assigns,  heirs and personal  representatives,  and no other
                    person or entity  shall  acquire or have any right by virtue
                    of this  Agreement.  This  Agreement  represents  the entire
                    understanding between the Company and Sargon with respect to
                    Sargon's engagement hereunder, and all prior discussions are
                    merged  herein.  This  Agreement  shall be governed  by, and
                    construed  in  accordance  with,  the  laws of the  State of
                    Florida  without  regard  to  such  state's   principles  of
                    conflicts  of  laws,   and  may  be  amended,   modified  or
                    supplemented only by written instrument  executed by each of
                    the parties hereto.

RESOLUTION OF
DISPUTES:           Any  dispute  related  to this  Agreement,  any  transaction
                    contemplated hereby, or any other matter contemplated hereby
                    shall be settled by arbitration in the County of Palm Beach,
                    Florida, in accordance with the commercial arbitration rules
                    then in  effect  of the  American  Arbitration  Association,
                    before a panel of three  arbitrators.  Any award  entered by
                    the arbitrators shall be final,  binding and  non-appealable
                    and  judgment  may  be  entered  thereon  by  any  party  in
                    accordance  with  applicable  law in any court of  competent
                    jurisdiction.    This   arbitration   provision   shall   be
                    specifically   enforceable.   The   fees  of  the   American
                    Arbitration Association and the arbitrators and any expenses
                    relating to the conduct of the arbitration  shall be paid by
                    the Company.

RIGHT TO
INVESTIGATE:        The  Company   authorizes   Sargon  to  have   investigative
                    background  inquiries  made  relating to the legal,  credit,
                    employment  and  other  histories  of the  Company  and  its
                    principals.  If such investigations provide information that
                    Sargon determines,  in its sole discretion,  will impede its
                    ability to  effectively  perform the  activities  defined in
                    this engagement agreement,  then Sargon shall have the right
                    to terminate  this agreement  without  advance notice during
                    the first thirty days of the engagement and fully refund any
                    amounts,  other  than  out-of-pocket  expenses,  paid by the
                    Company to Sargon.

MODIFICATION:       Any modification,  alteration,  or change to this agreement,
                    including but not limited to modification of the services to
                    be performed,  extension of time of performance,  or changes
                    to the amount or form of compensation, shall be made only by
                    written  supplemental  agreements  executed  by  each of the
                    parties.

AUTHORITY:          Each  individual  executing  this agreement on behalf of any
                    party expressly represents and warrants that such individual
                    has the  authority  to so  execute,  and thereby to bind the
                    party on behalf of which such individual signs, to the terms
                    of this  agreement.  The Company  represents and warrants to
                    Sargon  that this  Agreement  has been duly  authorized  and
                    represents  the  legal,   valid,   binding  and  enforceable
                    obligation  of the Company and that neither  this  Agreement
                    nor the consummation of the transactions contemplated hereby
                    requires  the  approval  or consent of any  governmental  or

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Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
Page 7 of 9

                    regulatory agency or violates any law, regulation,  contract
                    or order binding on the Company.



INVALID PROVISIONS: If any  provision  of this  agreement is held to be illegal,
                    invalid or unenforceable  under present or future laws, such
                    provisions shall be fully severable and this agreement shall
                    be  construed  and enforced as if such  illegal,  invalid or
                    unenforceable provision had never comprised a part hereof or
                    thereto.  The  remaining  provisions  hereof shall remain in
                    force and effect and shall not be affected  by the  illegal,
                    invalid or unenforceable provision.

PRIOR AGREEMENTS:   Both parties  agree that this  Agreement is the complete and
                    exclusive  statement of the  Agreement  between the parties,
                    superseding all proposals or prior  agreements,  oral and/or
                    written,  between  the  parties  relating  to  the  specific
                    subject  matter of the  Agreement  and shall  have no effect
                    upon that certain  Investment  Banking Advisory Services and
                    Placement Agent Agreement  between the parties dated October
                    24, 2002.

In recognition  of the preceding,  this agreement is executed and accepted as of
the first date written herein by:


SARGON CAPITAL, INC                         SINOFRESH HEALTHCARE, INC.



----------------------------                ----------------------------------
By: Andrew M. Badolato, its CEO             By: David Otto, Director



------                                           --------
Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
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                                  ATTACHMENT A
                        INDEMNIFICATION, CONTRIBUTION AND
                       LIMITATION OF LIABILITY PROVISIONS

     (a)  SinoFresh  HealthCare,  Inc.  and  its  affiliates  (collectively  the
          "Company") agrees to indemnify and hold harmless Sargon Capital, Inc.,
          ("Sargon")  and  its  affiliates   and  their   respective   officers,
          directors, employees and agents, and any persons controlling Sargon or
          any  of  its  affiliates  within  the  meaning  of  Section  15 of the
          Securities Act of 1933 or Section 20 of the Securities Exchange Act of
          1934 (Sargon and each such other  person or entity  being  referred to
          herein as an  "Indemnified  Person"),  from and  against  all  claims,
          liabilities,  losses or damages  (or  actions in respect  thereof)  or
          other  expenses  which (A) are  related to or arise out of (i) actions
          taken or omitted to be taken (including any untrue  statements made or
          any statements omitted to be made) by the Company or its affiliates or
          (ii)  actions  taken by an  Indemnified  Person with the consent or in
          conformity  with  the  actions  or  omissions  of the  Company  or its
          affiliates  or (B) are  otherwise  related to or arise out of Sargon's
          activities  on  behalf  of  the  Company.  The  Company  will  not  be
          responsible,  however, for any losses, claims, damages, liabilities or
          expenses  pursuant to the preceding  sentence  which are determined to
          have resulted  from such  Indemnified  Person's  negligence or willful
          misconduct.   In  addition,  the  Company  agrees  to  reimburse  each
          Indemnified Person (who is entitled to be indemnified  pursuant to the
          two previous sentences) for all out-of-pocket expenses (including fees
          and  expenses  of counsel)  as they are  incurred by such  Indemnified
          Person in connection  with defending any such action or claim in which
          such  Indemnified  Person  is a named  party,  or in  connection  with
          enforcing the rights of such  Indemnified  Person under this Agreement
          if a  judgment  is  found  on  behalf  of the  Indemnified  Person  in
          conjunction with enforcing such rights under this Agreement..

     (b)  If for any reason, except pursuant to the second sentence of Paragraph
          (a) above,  the foregoing  indemnity is  unavailable to an Indemnified
          Person or insufficient to hold an Indemnified  Person  harmless,  then
          the  Company  shall  contribute  to the amount paid or payable by such
          Indemnified Person as a result of such claim, liability,  loss, damage
          or expense in such  proportion as is  appropriate  to reflect not only
          the  relative  benefits  received  by the  Company on the one hand and
          Sargon on the other,  but also the  relative  fault of the Company and
          such   Indemnified   Person,   as  well  as  any  relevant   equitable
          considerations. It is hereby further agreed that the relative benefits
          to the Company on the one hand and Sargon on the other with respect to
          any transaction or proposed transaction contemplated by this Agreement
          shall be deemed to be in the same  proportion  as (i) the total  value
          the  transaction  (minus the fees in (ii)) bears to (ii) the fees paid
          to Sargon with respect to such transaction.

     (c)  No  Indemnified  Person shall have any liability to the Company or any
          other person in connection with the services rendered pursuant to this
          Agreement,  except for any  liability  for  losses,  claims,  damages,
          liabilities  or  expenses   determined  to  have  resulted  from  such
          Indemnified Person's negligence or misconduct.

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Sargon                                           SinoFresh

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SinoFresh HealthCare/Sargon Agreement
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     (d)  The Company agrees that it will not settle or compromise or consent to
          the  entry of any  judgment  in any  pending  claim,  action,  suit or
          proceeding in respect of which  indemnification may be sought from the
          Company by any Indemnified  Person unless such settlement,  compromise
          or consent  includes  an  unconditional  release  of such  Indemnified
          Persons  hereunder  from  all  liability  arising  out of such  claim,
          action, suit or proceeding.

     (e)  The  provisions  of this  Attachment  A shall  be in  addition  to any
          liability the Company may have to any Indemnified Person at common law
          or  otherwise,  and shall  survive the  expiration of the term of this
          Agreement and the closing of any sale of the Company.

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Sargon                                           SinoFresh