NATIONAL IN-STORE MARKETING, INC.

                            SALES AND BROKER CONTRACT

                      CLIENT -- SINOFRESH HEALTHCARE, INC.

                                 MARCH 27, 2003
================================================================================

In consideration that NATIONAL IN-STORE, here-to-fore known as NIS and SINOFRESH
HEALTHCARE,  INC.  here-to-for  known as SinoFresh,  seeks to contract for sales
support in retail accounts throughout the United States, the following agreement
is  written.  Upon  the  signature  of  both  parties  and  the  receipt  of the
outstanding  fees due at the signing date,  this contract  shall be in force and
supercede and make  null-and-void  all previous  contracts between SinoFresh and
National In-Store signed prior to the signature date contained herein.

Outstanding Fees - Due at Signing Date
--------------------------------------
On the signature date,  SinoFresh  shall pay the outstanding  Marketing Fees and
Sales Expenses outlined below.

Outstanding Marketing Fee (1st Installment) - $25,000

Sales Expenses for ECRM Show - $12,500


OUTSTANDING FEES - DUE JULY 31ST, 2003
SinoFresh agrees to pay the final outstanding  Marketing Fee to NIS on or before
July 31st, 2003.

Outstanding Marketing Fee (Final Installment) - $25,000
---------------------------------------------


CONTRACT TERM
This agreement begins on March 1, 2003 and remains in force until March 2, 2006.
SinoFresh  grants  National  In-Store the right to renew the  contract  prior to
seeking an alternative provider.

EARLY TERMINATION
National  In-Store  grants  SinoFresh the right to terminate this contract under
the following contract buy-out provision.

SinoFresh  may at its  discretion  terminate  this contract by providing 60 days
notice and by paying in-full the greater of the buy-out formulas listed below to
National In-Store:

Contract Buy-out Formula #1 = 6-months of commissions based on the average sales
                              calculated from the most recent 3-months of sales
                              history.

Contract Buy-Out Formula#2 = 3-months of commissions based on the projected
                             average sales per month forecasted within the
                             SinoFresh Sales Plan contained herein as Exhibit A.


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                              Both parties acknowledge that the Sales Plan
                              listed in Exhibit A is the sole source of
                              projected sales in Contract Buy-out Formula #2 and
                              no other forecasts, forecast adjustments or
                              reformulations of the plan shall apply.

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. 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.

SALES SUPPORT - DELIVERABLES
1.   Serve as the  master-broker  responsible for all SinoFresh sales within the
     US.
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.
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.

EXCLUSIVITY
National  In-Store is the sole sales and broker resource for all retail accounts
within  the  US.  All  retail  sales  in the  US are  subject  to the  fees  and
commissions  outlined in this  agreement  unless the accounts  are  specifically
identified within this agreement as exceptions. SinoFresh acknowledges that this
exclusivity is in force with no limitations  except those expressly  outlined as
Exceptions to Exclusivity.

SCOPE OF EXCLUSIVITY
The exclusive  representation  agreed to as part of this contract extends to the
SinoFresh brand, line-extensions of the SinoFresh brand, branded alternatives to
the  SinoFresh  brand or products  that  utilize  the  patented  ingredients  or
dispensers  of  SinoFresh   which  are  under  the  control  of  the  principles
represented under the terms of this contract.

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<PAGE>





EXCEPTIONS TO EXCLUSIVITY
The following  accounts have been  identified  as  exceptions.  Sales that occur
within these accounts are not subject to the terms of this  agreement:

     o    Ventiv Health
     o    Internet Sales
     o    Catalog Sales
     o    Independent  Pharmacies  that are  managed  as house  accounts.  House
          accounts are defined as accounts which are not  represented  through a
          broker arrangement.

SUB-BROKERS
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.

NATIONAL IN-STORE FEES AND COMPENSATION
Master-Broker  Agreement  7% Net Sales - SinoFresh  will pay NIS 7% of net sales
less damages,  returns and broker fees for all  shipments  that occur within the
US.  SinoFresh  acknowledges  that only those broker fees approved in writing by
NIS or  supported  with a broker  contract  signed by NIS shall be  considered a
valid deduction.  NIS acknowledges that sales expressly identified as Exceptions
to Exclusivity are not subject to the commission structure described herein.

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

TERMS
Master-Broker  Sales  Commission  shall be paid in full  within 45 days from the
shipment of product.

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

<TABLE>
<CAPTION>
AGREED TO:
<S>                                                                      <C>
SINOFRESH HEALTHCARE, INC.                                               NATIONAL IN-STORE MARKETING INC.

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SIGNATURE                                                                SIGNATURE
CHARLES  FUST                                                            THOMAS L. DOWDY
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PRINT NAME                                                               PRINT NAME

CEO
                                                                         CEO
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TITLE                                                                    TITLE

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DATE                                                                     DATE
</TABLE>



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