November 21, 2002


Mr. Andy Badolato SinoFresh Health Care, Inc. 313 S. Seaboard Ave.
Venice, FL 34292

Dear Andy,

As a follow-up to our meetings and planning  discussions,  National  In-Store is
pleased to present this  agreement for sales and marketing  support.  We believe
strongly in the health and wellness  benefits of SinoFresh  and we are poised to
establish a sales and  marketing  platform  capable of  delivering  the products
market potential.

AGREEMENT TERM
This  agreement  begins  on  December  1, 2002 and will  remain  in force  until
commission paid to National In-Store exceeds $10,000,000. Upon expiration of the
agreement,  SinoFresh  grants  NIS the  right to renew  the  agreement  prior to
seeking an alternative provider.

ASSUMPTIONS/ CONSIDERATIONS

         o        SinoFresh offers a new FDA-approved  chemical  technology that
                  prevents the development of certain  funguses and molds within
                  the sinuses and nasal passage.

         o        The introduction of SinoFresh comes at a time when the medical
                  community is just  beginning to  acknowledge  the existence of
                  funguses and molds within the sinuses and nasal passage and to
                  understand their damaging effects.

         o        The  founders  of  SinoFresh  are  confident  that the medical
                  community,  including ENT Specialist,  Pharmacist, and General
                  Practitioners,  will  endorse the product  once causal data is
                  connected to the patented benefits of SinoFresh.

         o        SinoFresh management  understands that National In-Store makes
                  no   guarantees   relative   to   product   placement,   sales
                  projections,   or  other   performance   factors  outside  the
                  deliverables set forth in this document.

MARKETING SUPPORT - DELIVERABLES

National In-Store has agreed to provide marketing support of the SinoFresh brand
in the following areas:


<PAGE>

     1.   Provide a Market Overview that supports the SinoFresh management teams
          understanding of the  size-of-market  and of category trends impacting
          the  market.  They key benefit of this  analysis is to support  future
          planning and forecasting functions.

     2.   Provide an Analysis of the  Competitive  Set.  The key benefit of this
          analysis  is to  anticipate  potential  competitive  responses  to the
          introduction of SinoFresh and to plan competitive defense strategies.

     3.   Develop  a  Retail   Category   Review.   The  key   benefit  of  this
          recommendation is to understanding how retailers view the category and
          to anticipate how the product will be positioned inside the store from
          a shelf placement and pricing perspective.

     4.   Provide a  Marketing  Plan  Recommendation.  The key  benefit  of this
          recommendation  is to  provide a market  tested  plan for  pre-launch,
          launch,  and  post-launch  activities  from an industry  insider  with
          subject-matter  expertise.  This  recommendation  will include  market
          research,  legal  requirements,  marketing  planning/  administration,
          sales and merchandising support requirements, and sales forecast.

     5.   Provide an Advertising  Plan  Recommendation.  The key benefit of this
          recommendation  is to provide a media plan  supported by cost analysis
          and performance benchmarks.


SALES SUPPORT - DELIVERABLES

     1.   Serve as the master-broker  responsible for all SinoFresh sales within
          the US and Canada.

     2.   Establish and manage a national  broker network  capable of delivering
          experienced  sales  representation,   subject-matter   expertise,  and
          competitive influence within all accounts and channels-of-distribution
          within the US and Canada.

     3.   Work with SinoFresh management to establish  competitive  compensation
          and incentive packages for local brokers.

     4.   Work with SinoFresh  Management to establish a pricing  structure that
          will meet consumer  hurdle-rates  for trial and purchase  intent while
          satisfying retail margin requirements.

     5.   Provide   on-going   communication   regarding  the  status  of  sales
          initiatives across all accounts and channels-of- distribution.


<PAGE>

DELIVERABLES - TIMING AND DEADLINES

National In-Store agrees to present a written summary of completed  deliverables
within five weeks of completion.  NIS agrees to adhere to established  deadlines
not  withstanding  unforeseen  delays  resulting  form  activities  dictated  by
SinoFresh management.

     1.   All Marketing  Deliverables  will be completed within 3 weeks from the
          agreement signature date.

     2.   The sale  organization  will be in place for all US Mass,  Food, Drug,
          and other specialty accounts within 12 weeks from the signature date.

     3.   The sales  organization  will be in place for all Canadian Mass, Food,
          Drug, and other specialty  accounts within 16 weeks from the signature
          date.


EXCLUSIVITY

National  In-Store is the sole sales and broker resource for all accounts within
the US and  Canada.  All sales in the US and Canada are  subject to the fees and
commissions  outlined in this  agreement  unless the accounts  are  specifically
identified within this agreement as an exception.

NIS  may at  its  own  discretion  subcontract  broker  resources  to  represent
SinoFresh within certain  accounts,  channels,  or territories.  The decision to
subcontract  broker  resources  and the  commission  structure  granted  to such
subcontractors is at the sole discretion of National In-Store.

Once a broker agreement is established  between NIS and a subcontracted  broker,
SinoFresh agrees to pay subcontractors directly through payments from the master
broker  agreement  and tot  provide  NIS with a summary  of such  payments  on a
monthly basis.

The exclusive representation agreed to as apart of this agreement extends to the
SinoFresh brand, line-extensions of the SinoFresh brand, branded alternatives to
the  SinoFresh  brand or products  that  utilized  the patented  ingredients  or
dispensers  of  SinoFresh   which  are  under  the  control  of  the  principles
represented under the terms of this agreement.


NATIONAL IN-STORE FEES AND COMPENSATION

     1.   Marketing  $100,000 - SinoFresh agrees to provide a $100,000  retainer
          to NIS to support the cost of research, channel development, and other
          expenses NIS deems  necessary  to support the launch of the  SinoFresh
          brand across multiple channels of distributions.

<PAGE>

     2.   Master-Broker  Agreement  7% Net Sales - SinoFresh  will pay NIS 7% of
          New Sales for all  shipments  that occur within the US and Canada less
          payment tot sub-brokers designated by MIS.


EXPENSES

Expenses  incurred for purposes or  activities  outside this  agreement  will be
reimbursed with prior approval of SinoFresh management.



TERMS

Marketing Fee- $25,000 due as soon as possible,  $25,000 due within 14 days from
the agreement signature day and $50,000 upon completion.

Master-Broker Sales Commission - 45 days from shipment of product.


THIS AGREEMENT IS VALID UPON THE SIGNATURE OF THE FOLLOWING PARTIES:




     TOM DOWDY                                 ANDY BADOLATO
     NATIONAL IN-STORE                         SINOFRESH HEALTH CARE, INC.



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