CONTRACT MANUFACTURING AGREEMENT
                                 BY AND BETWEEN
                           SINOFRESH HEALTHCARE, INC.
                                AND ACCUMED, INC.


This Agreement is made effective as of this ____ day of _______________, 2002 by
and among AccuMed,  Inc a New Jersey  corporation  (doing business as and herein
referred to as "AccuMed") and SinoFresh Healthcare, Inc., a Delaware corporation
(hereinafter "SinoFresh").

                                   WITNESSETH

WHEREAS,  AccuMed is in the business of manufacturing,  marketing,  and sales of
Over-The  Counter (OTC) drugs,  and  Pharmaceutical  products  including but not
limited to Nasal Spray and prevention /relief OTC products; and

WHEREAS,  SinoFresh is in the business of  invention,  distribution  and sale of
certain  products,  including  but not  limited  to their  topical  nasal  spray
"SinoFresh Nasal".

WHEREAS,  SinoFresh is desirous of securing a reliable source for its antiseptic
nasal spray (SinoFresh  Nasal) production from a registered  FDA/cGMP  qualified
manufacturer; and

WHEREAS, AccuMed has substantial experience in such product development, product
manufacturing,  quality control and packaging assembly, labeling and shipping as
per FDA cGMP guidelines; and

WHEREAS,  the  parties  desire to enter into this  Agreement  to set forth their
respective  rights,  duties,  obligations  and  agreements  for the  purpose  of
establishing a long term supply agreement for specified  SinoFresh  products and
securing   purchase  and  sale  pricing   stability   through  minimum  purchase
commitments, all as set forth herein.

NOW, THEREFORE, the parties agree as follows:



<PAGE>



                                    ARTICLE I
                                 PRODUCT SUPPLY

1.1 PRODUCTS  SUBJECT TO  AGREEMENT.  The  products  subject  to this  Agreement
("Products")  shall be those  SinoFresh  Products  identified  by  catalog  part
number, description and price as set forth on the attached Schedule "A".

Contemporaneously  with execution of this Agreement,  SinoFresh has delivered to
AccuMed  its  final  product  ingredients,  mixology  instructions,   container,
labeling  design and  packaging  instructions  required for each of the Products
listed on Schedule  "A" (The Covered  "Products").  AccuMed will prepare a final
production specification for review and final approval before salable product is
actually made for AccuMed.

Schedule "A" and the Products,  prices specified  therein or the  Specifications
therefore  as  described  on  Schedule"B",  may  from  time to time,  by  mutual
agreement  of the  parties,  be  changed,  modified,  supplemented,  revised  or
amended,  any  of  which  changes,  modifications,  supplements,  revisions,  or
amendments  shall be reflected on a revised  Schedules "A" and/or "B" signed and
dated by each of the parties and appended hereto.

1.2 MINIMUM  PURCHASE & SUPPLY  REQUIREMENTS.  Schedule "B" hereto attached sets
forth the minimum  annual  purchase  requirements  by SinoFresh  for each of the
Products,  and the proposed  manufacturing  and delivery approach by Accumed for
each Product.

Should  either  SinoFresh  fail to meet its  minimum  purchase  requirements  or
AccuMed  fail to meet its supply  requirements  as set forth in Schedule "B" the
defaulting party shall, at the election of the non-defaulting  party, be subject
to the default provisions of Section 4.2 herein.

1.3 PROCESSING AND SHIPMENT OF ORDERS.

1.3.1.  ORDERS.  SinoFresh  shall purchase  Products and shall submit orders for
Products from AccuMed in one of the following manners:

     A. Via the Mail to Address: 2572 Brunswick Pike, Lawrenceville,  New Jersey
        08648
     B. By Fax: 609-883-2288
     C. By Telephone: 609-883-1818
     D. By Electronic Mail to: burgise@accumed.org

1.3.2.  ACCEPTANCE  OF ORDERS.  All orders are subject to acceptance by AccuMed.
The minimum order  quantity for each standard  Product (as set forth on Schedule
"A") shall be one lot as defined on Schedule "B".

1.3.3. SHIPMENT IN INSTALLMENTS. Accumed reserves the right to make shipments in
installments   and  SinoFresh   reserves  the  right  to  request   shipment  in
installments,  both in a minimum of 1 gross of the individual  containers of the
products in a single shipping container as specified on Schedule "A".


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<PAGE>

1.3.4.  TITLE AND  DELIVERY.  Title and all risk of loss or damage in transit of
Products shall pass to SinoFresh upon AccuMed's delivery of such Products to the
freight carrier selected by SinoFresh,  or, in the event SinoFresh has entrusted
the  choice of carrier to  AccuMed.  SinoFresh  must file all claims for loss or
physical  damage  in  transit  to the  carrier.  AccuMed  shall  cooperate  with
SinoFresh  in  asserting  such  claims;  however,  SinoFresh's  liability  as to
delivery  and/or  damage in transit shall cease upon delivery of Products to the
carrier at AccuMed's facility.

1.3.5.  ACCEPTANCE OF PRODUCTS.  Upon receipt of the Products,  SinoFresh  shall
promptly inspect the Products for their physical  condition and either accept or
communicate observable Product deficiencies (including a failure of the Products
to meet  Specifications for such Products) to AccuMed within thirty (30) days of
receipt.  Products shall be deemed accepted by SinoFresh as undamaged (but shall
remain subject to any warranty  provided in Article 3) unless  AccuMed  receives
notice of claimed deficiencies within such thirty (30) day period.

1.3.6. RETURNED GOODS. In order to return rejected Products, or Products shipped
in error,  SinoFresh  must  request a return  authorization  (which shall not be
unreasonably  withheld)  within  thirty-five (35) days of receipt of merchandise
and provide the following information:

(i) Customer  name,  address and  telephone  number;
(ii)  Quantity;
(iii) Lot number; and
(iv) Reason for return/rejection.

Once a return goods  authorization  number is issued,  SinoFresh shall ship such
Products  back to AccuMed at AccuMed's  expense.  AccuMed  reserves the right to
refuse any unauthorized  return. Any such refused,  unauthorized returns will be
shipped back to SinoFresh, transportation and similar charges collect.

SinoFresh shall have the option,  in its discretion,  (a) to receive a refund or
credit for  rejected  Products,  or (b) have  AccuMed  repair or replace same in
which case as promptly as possible  AccuMed  shall,  at its option and  expense,
either repair or replace the rejected Products.




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<PAGE>



1.4 PRICES.  The prices for  Products  as set forth on Schedule  "A" are in U.S.
dollars and are subject to changes as follows:

(i) If such Products become subject to additional regulatory requirements,  from
those to which such Products are then subject from time to time  throughout  the
term  hereof  immediately  prior  to  the  effective  date  of  such  additional
requirements  and which  materially  add to AccuMed's  production  costs,  price
increases fairly  reflecting the increased costs to Sinofresh of compliance with
such  additional  requirements  shall be  effective  immediately  upon notice by
AccuMed to SinoFresh.

(ii) If AccuMed  experiences  increases or decreases in production  costs of the
Product(s)  in excess of ten percent (10%) in any given twelve (12) month period
after the effective  date hereof,  such increase or decrease will be risk-shared
between the parties according to the following formula:

Step 1:  Costs  charged by AccuMed to  SinoFresh  (prior to  absorption  of cost
increases or  decreases) as a percentage of  SinoFresh's  Average  Selling Price
over the preceding twelve (12) months is determined.

Step 2: If cost  increases or cost  decreases are more than ten percent (10%) of
costs prior to absorption of such cost increases or decreases,  a  recalculation
of Product pricing is triggered.

Step 3: The increase or decrease in costs is  multiplied  by such  percentage as
remains after subtracting, from 100%, the percentage determined in Step 1 above.

Example:

Current cost is $50.00 to SinoFresh

Average Selling Price by SinoFresh over prior twelve (12) months is $150.00

Costs have increased by $10.00.

Step 1:           50/150 = 33.33%

Step 2:           10% of $50 = $5.00.  Increase is $10.00 which exceeds the
                  10% threshold.

Step 3:           100% - 33.33% = 66.67%

                  66.67% of $10.00 = $6.67 addition to SinoFresh's  cost charged
                  by AccuMed.  Alternatively,  if costs decrease by $6.00, costs
                  to SinoFresh charged by AccuMed would be reduced by $4.00.

(iii) By mutual agreement of the parties,  after review at each anniversary date
of the effective date hereof.


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<PAGE>




1.5 PAYMENT TERMS. All Products are sold FOB at AccuMed's  production  facility.
All  freight,  transportation,  insurance  and  similar  charges  shall  be  the
responsibility  of SinoFresh.  AccuMed will  establish a credit limit ( based on
normal and customary standards) for SinoFresh purchases. AccuMed may increase or
decrease  said credit  limit at its sole  reasonable  business  discretion.  The
dollar  amount of  cumulative  purchases  that are in  excess  of the  amount of
SinoFresh's  credit limit must be paid prior to shipment  either by check,  wire
transfer or a letter of credit  acceptable to AccuMed.  Payment for all Products
sold shall be in U.S.  dollars  and shall be due no later than  thirty (30) days
from the date of shipment or as per the payment terms  outlined on Schedule "B",
which if present take  precedence over the general payment terms outlined herein
which,  in the absence of other  instructions  on Schedule  "B" are the mutually
agreed to payment terms.

AccuMed reserves the right to charge interest on any unpaid balance at a rate of
up to 1 1/2 % per month (or the highest rate  permitted by  applicable  laws, if
lower) from the due date.

AccuMed may suspend or cancel  deliveries of ordered Products if SinoFresh fails
to pay when due any amount owed by it to AccuMed for any goods or services or if
SinoFresh has exceeded its credit limit. If shipments are made in  installments,
each  shipment  shall be a separate  and  independent  transaction  and shall be
invoiced by AccuMed and payable by SinoFresh separately. SinoFresh shall pay all
state and local excise, sales, use, import, export, duties and similar taxes and
charges but not AccuMed's income tax or VAT due on invoices.

If exemption from such taxes is claimed,  SinoFresh  must provide,  on an annual
basis or as  requested  by  AccuMed,  a  certificate  of  exemption  or  similar
documentation.

1.6 SECURITY INTEREST GRANTED. AccuMed shall have a continuing security interest
in all Products and proceeds thereof,  wherever situated,  for which payment has
not been made and received.  SinoFresh  shall,  from time to time,  execute such
documents as may be  reasonably  requested  by AccuMed to perfect such  security
interests.  In the  event of a  default  in  payment  within  the  time  periods
specified in Section 1.5 herein, SinoFresh agrees that upon notice and demand by
AccuMed,  it shall set aside,  protect,  assemble  and  deliver  to AccuMed  all
Products or proceeds thereof then in the possession of SinoFresh or subsequently
received and that AccuMed shall have the right,  and is hereby granted a license
to sell and liquidate such inventory of Products and apply the proceeds  thereof
against all sums then due and receivable  from  SinoFresh.  Any sums so received
shall be applied in the following priority:

A.  To  expense  of  collection,   delivery,  enforcement  and  sale,  including
reasonable  attorneys' fees and costs of suit;
B. To interest  thereupon accrued on all unpaid principal;
C. To principal then due and payable until paid in full; and
D. Thereafter,  any excess shall be remitted to SinoFresh.



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<PAGE>



                                   ARTICLE II
                   RIGHTS AND RESPONSIBILITIES OF THE PARTIES

2.1      RESPONSIBILITIES OF SINOFRESH.

2.1.1. COMPLIANCE WITH REGULATORY REQUIREMENTS, PRODUCT CORRECTIVE ACTION.
SinoFresh  shall  comply  with all  governmental  laws,  regulations,  rules and
regulatory requirements  (including U.S. Food and Drug Administration  (F.D.A.),
where applicable), relating to the promotion,  advertising,  labeling, handling,
marketing, and sale of the Products.

SinoFresh will provide  AccuMed with whatever  information is necessary in order
to  comply  with  tracking  regulations,  rules  and  requirements,  to  provide
follow-up  in-services,  if necessary,  and any local support for the purpose of
such compliance unless such tracking requirements have been added to a product's
specifications  as  outlined  on  Schedule  "A" and  contained  in the  scope of
provided   services   as   outlined   on   Schedule   "B",  in  which  case  the
responsibilities are as detailed on these schedules.

In addition, SinoFresh agrees to obtain AccuMed's written consent prior to using
or  distributing  any  promotional,  marketing or sales  literature or materials
relating to the Products not prepared by AccuMed wherein Sinofresh is identified
as the distributor/seller of or is in any way identified with the Products.

In the event of a Product corrective action whose responsibility primarily rests
with  SinoFresh,  SinoFresh  agrees  to assist  AccuMed  and to  facilitate,  at
AccuMed's expense, notification of customers or recovery of Products, including,
as necessary, tracking, substitution, etc.

SinoFresh shall immediately  notify AccuMed in writing of any Product complaints
it  receives  regarding  or  relating  to  the  Products.   SinoFresh  shall  be
responsible for reporting to governmental  and regulatory  authorities any major
complaints received regarding or relating to the Products.

2.1.2.  PROPRIETARY  RIGHTS.  All patents and patent  applications,  trademarks,
servicemarks,  copyrights,  tradenames and other proprietary  rights in and with
respect to SinoFresh's  Products are and will remain exclusively the property of
SinoFresh.  During the term of this  Agreement,  AccuMed may use the trademarks,
servicemarks, logos, symbols and tradenames of Sinofresh applicable to AccuMed's
production of  SinoFresh's  Products.  All use of such  tradenames,  trademarks,
logos,  and symbols shall be immediately  discontinued  upon the  termination of
this agreement and exhaustion of inventory following such termination.



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<PAGE>


2.1.3.  INFRINGEMENT.  SinoFresh agrees to defend AccuMed  against,  and pay any
damages awarded against AccuMed and direct expenses,  including attorneys' fees,
reasonably  incurred  by AccuMed as a result  of,  any  action  brought  against
AccuMed,  if and to the  extent  the  action is based on a valid  claim that any
Product  delivered by AccuMed under this Agreement  infringes  another  person's
patent or trademark.

SinoFresh's  obligations  under this paragraph will be conditioned  upon AccuMed
promptly notifying SinoFresh in writing of the existence of any such action, and
cooperating fully with SinoFresh and its counsel.

If any  Product  becomes,  or in  SinoFresh's  opinion is likely to become,  the
subject of an action for such  infringement,  SinoFresh  may procure for AccuMed
the right to continue  manufacturing the Product or replace or modify it to make
it non-infringing, provided such replacement or modification does not affect the
ability of AccuMed to reasonably continue production of the Product.

AccuMed will not have  liability  for, and SinoFresh  will  indemnify and defend
AccuMed against any claims,  damages,  losses,  expenses  (including  attorneys'
fees) and liabilities  resulting from any infringement of proprietary  rights of
third parties  arising from  AccuMed's  compliance  with  SinoFresh's  design or
specifications for a Product or SinoFresh's use or combination of a Product with
any material or process not acquired from AccuMed if the infringement  would not
have resulted from use of such Product without such material or process.

2.1.4.  REGISTRATION.  SinoFresh  shall  at its  expense,  obtain  all  required
registration,  approvals,  and licenses with respect to the sale of the Products
required from all governmental authorities wherein it distributes Products.

2.1.5. INDEMNIFICATION.  SinoFresh agrees to indemnify and hold AccuMed free and
harmless from any and all claims, damages and expenses of every kind and nature,
including  reasonable attorney fees, arising from acts of commission or omission
by SinoFresh in relation to Products sold by SinoFresh under this Agreement.



2.2       RESPONSIBILITIES OF ACCUMED.

2.2.1.   COMPLIANCE WITH REGULATORY REQUIREMENTS, PRODUCT CORRECTIVE ACTION.
AccuMed  shall  comply  with  all  governmental  laws,  regulations,  rules  and
regulatory  requirements  (including F.D.A. GMP compliance,  where  applicable),
relating to the mixing,  filling,  labeling,  handling,  and distribution of the
Products.  AccuMed will provide SinoFresh with whatever information is necessary
in order to comply with tracking regulations, rules and requirements, to provide
follow-up  in-services,  if necessary,  and any local support for the purpose of
such compliance.


2.2.2.  PROPRIETARY  RIGHTS.  All patents and patent  applications,  trademarks,
servicemarks,  copyrights,  tradenames and other proprietary  rights in and with
respect to SinoFresh's  Products are and will remain exclusively the property of
SinoFresh.  During the term of this  Agreement,  AccuMed may use the trademarks,
servicemarks,   logos,   symbols  and  tradenames  of  SinoFresh  applicable  to


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<PAGE>

SinoFresh's  Products only in connection with SinoFresh's  distribution and sale
of  the  Products.  All  other  uses  require  written   pre-authorization  from
SinoFresh.  All use of such tradenames,  trademarks  logos, and symbols shall be
immediately  discontinued  upon the termination of this Agreement and exhaustion
of inventory following such termination.

2.2.3.  INFRINGEMENT.  AccuMed agrees to defend SinoFresh  against,  and pay any
damages  awarded against  SinoFresh and direct  expenses,  including  attorneys'
fees, reasonably incurred by SinoFresh as a result of any action brought against
SinoFresh,  if and to the extent  the action is based on a valid  claim that any
component of any SinoFresh  Product,  which component is a AccuMed  manufactured
component  and not built to  SinoFresh's  specifications.  AccuMed's  obligation
under this  paragraph  will be conditioned  upon  SinoFresh  promptly  notifying
AccuMed in writing of the existence of any such action,  and  cooperating  fully
with AccuMed and its counsel.

2.2.4.  INDEMNIFICATION.  To the extent of AccuMed's insurance coverage, AccuMed
agrees  to  indemnify  and hold  SinoFresh  free and  harmless  from any and all
claims,  damages and  expenses of every kind and  nature,  including  reasonable
attorneys'  fees  arising  from acts of  commission  or  omission  by AccuMed in
relation to Products sold to SinoFresh under this Agreement.

2.3  RESPONSIBILITIES OF BOTH PARTIES.

2.3.1.  INSURANCE.  Each  Party  shall  maintain,  at all times  during the term
hereof,  one or more  policies  of product  liability  insurance  with  coverage
limitations  of not less than  $5,000,000.00  total  aggregate  and a minimum of
1,000,000.00 per occurrence.  SinoFresh and AccuMed agree to exercise good faith
efforts to secure an endorsement on such insurance  policies providing waiver of
subrogation  against the other party or such party's insurer. If either party is
unable to obtain  such  endorsement,  the other  party  shall be relieved of any
obligation to obtain such endorsement.

2.3.2.  PROPRIETARY RIGHTS. SinoFresh shall not directly or indirectly obtain or
attempt to obtain at any time any right,  title or interest by  registration  or
otherwise in or to the tradenames,  trademarks, symbols or designations owned or
used by AccuMed, and AccuMed shall, similarly, not directly or indirectly obtain
or attempt to obtain at any time, any right,  title or interest by  registration
or otherwise in or to the tradenames, trademarks, symbols, or designations owned
or used by SinoFresh.



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2.4 REPRESENTATIONS/WARRANTIES/AGREEMENTS.

2.4.1.  SinoFresh  hereby  represents,  warrants  and  agrees  that  SinoFresh's
execution and  performance of this Agreement will not violate any applicable law
or governmental  regulation or any agreement or commitment to which SinoFresh is
a party or by which it is bound  and  will  require  no  further  authorization,
approval  or action of,  notice to or filing  with any  governmental  authority.
SinoFresh  agrees that all activities  performed by SinoFresh in connection with
this  Agreement  shall be carried out in accordance  with all  applicable  laws,
regulations,  procedures  and  policies of each  country  where the Products are
sold.  SinoFresh agrees that its breach of this paragraph will be deemed to be a
material  breach of this  Agreement  and  agrees to  indemnify,  defend and hold
harmless AccuMed and its directors,  officers,  employees, agents and affiliates
against and from any claims,  damages,  losses,  expenses (including  attorneys'
fees) and liabilities  incurred by any of them as a result of such breach.  Each
party is  authorized to disclose  this  Agreement and any related  agreements or
documents,  and any amounts to be paid to SinoFresh or AccuMed pursuant thereto,
to any agency of the United States  Government or to any government of a country
where  SinoFresh's  Products are sold.  Upon AccuMed's  request,  SinoFresh will
provide its certification that no warranty or agreement under this paragraph has
been inaccurate or breached.

2.4.2.  AccuMed hereby represents,  warrants and agrees that AccuMed's execution
and  performance  of this  Agreement  will not  violate  any  applicable  law or
governmental  regulation  or any  agreement or  commitment to which AccuMed is a
party or by  which  it is bound  and  will  require  no  further  authorization,
approval  or action of,  notice to or filing  with any  governmental  authority.
AccuMed agrees that all activities  performed by AccuMed in connection with this
Agreement  shall  be  carried  out  in  accordance  with  all  applicable  laws,
regulations,  procedures  and  policies of each  country  where the Products are
sold.  AccuMed  agrees that its breach of this  paragraph will be deemed to be a
material  breach of this  Agreement  and  agrees to  indemnify,  defend and hold
harmless (to the limits of its insurance  policy)  SinoFresh and its  directors,
officers, employees, agents and affiliates against and from any claims, damages,
losses,  expenses (including attorneys' fees) and liabilities incurred by any of
them as a result of such  breach.  Each party is  authorized  to  disclose  this
Agreement and any related agreements or documents, and any amounts to be paid to
Sinofresh  or SinoFresh  pursuant  thereto,  to any agency of the United  States
Government or to any government of a country where AccuMed's  Products are sold.
Upon  SinoFresh's  request,  AccuMed  will  provide  its  certification  that no
warranty or agreement under this paragraph has been inaccurate or breached.

2.5  INSPECTIONS.  From time to time during regular  business  hours,  AccuMed's
authorized  representatives  may inspect  stock held in  SinoFresh's  warehouse,
which has been sold by AccuMed to SinoFresh.  This  paragraph will apply only if
during two (2)  consecutive  calendar  months any amount  owed by  SinoFresh  to
AccuMed  for  Products  purchased  has not been paid more than  thirty (30) days
after the Product's  shipment date.  From time to time during  regular  business
hours,  SinoFresh's  authorized  representatives may carry out quality assurance
inspections of AccuMed's facilities used for manufacture,  analysis,  packing up
and storage of the Product (and any intermediates and raw materials used in such
manufacture) at AccuMed's  premises,  upon any such inspection,  take samples of
materials and components used in the manufacture of Products and supplies of the
Products for quality assurance purposes only.



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                                   ARTICLE III
                  PRODUCT WARRANTY AND LIMITATION OF LIABILITY

3.1       ALLOCATION AND ASSUMPTION OF RISK.

3.1.1.  AS TO SINOFRESH.  At such time,  and from time to time, as SinoFresh has
approved each Product sample furnished by AccuMed, the design, ingredients,  and
drawings and  specifications for each such completed Products shall be deemed to
be established and fixed as the Specifications  therefore,  irrespective of such
Product's fitness or efficacy in use for its intended purpose(s). Any changes to
such Specifications  shall be effective only upon compliance with the provisions
of  Section  1.1  here  of  regarding  revisions,  modifications,   changes  and
amendments.

Thereafter any alleged defect in a completed Product's design as a result of its
use,  or any lack of  efficacy  or failure of such  Products  in their  intended
application and any and all claims derived  therefrom or  attributable  thereto,
shall be the sole  responsibility  of  SinoFresh,  which shall be deemed to have
expressly assumed all risk of such defect or lack of efficacy in use, so long as
the Product was  manufactured  and delivered to SinoFresh in compliance with its
Specifications.

SinoFresh  shall hold AccuMed  free and  harmless of all such claims,  resultant
damages and  express,  of every  type,  kind and nature in  accordance  with the
provision of Section 2.1.5.

3.1.2. AS TO ACCUMED.  AccuMed shall be solely responsible for the purchase from
third party  suppliers and  manufacture  at its  production  facilities,  of all
components   comprising  a  particular  Product,   including  mixing,   filling,
packaging,  sterilization or other procedures  utilized with respect thereto, in
accordance  with the design,  specification  and  requisite  good  manufacturing
practices  applicable to such components which have been approved by the FDA for
use in Products and which are thereby  included  within the  Specifications  set
forth in Schedule A. AccuMed shall take such steps as it deems  necessary in its
sole and  reasonable  discretion to ensure that all  components  purchased  from
third party suppliers have been  manufactured or produced in accordance with the
design  specifications  therefore  furnished  to AccuMed by such  supplier.  Any
alleged defect in the design or manufacture of such components (as distinguished
from a claim of defect or lack of efficacy in use of a  completed  Product)  and
any and all claims derived therefrom shall be the  responsibility of AccuMed and
covered to the extent of AccuMed's insurance policy.

AccuMed shall hold SinoFresh free and harmless of all such claims, and resultant
damages and  express,  of every  type,  kind and nature in  accordance  with the
provision of Section 2.2.4.

3.2. PRODUCT LIMITED WARRANTY.

AccuMed  warrants  for a period  of one year  from  the date of  receipt  of the
Products by  SinoFresh,  that  Products  sold  hereunder  shall,  at the time of
shipment to SinoFresh,  conform to SinoFresh's standard Specifications and shall
be free from  defects in  material  and  workmanship;  provided  that  SinoFresh
reports to AccuMed any obvious or visually  observable defect in the Products or
a failure  of  Product to meet  Specifications  set forth on Exhibit  "A" within
thirty five(35) days of the discovery of such defect.


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<PAGE>

3.3.EXCLUSIVE  WARRANTY AND LIMITATION OF LIABILITY.  The express warranties set
forth in section 3.2 constitute  AccuMed's only  warranties  with respect to the
Products. Accumed makes no other representation or warranty of any kind, express
or  implied  (either  in fact or by  operation  of  law),  with  respect  to the
Products, whether as to merchantability,  fitness for particular purpose, or any
other matter.

The above stated express warranties are in lieu of all other warranties, express
or implied,  and in no event shall  AccuMed be held liable for,  liabilities  or
obligations for damages,  including,  but not limited to, special,  indirect, or
consequential damages or loss of use, revenue, or profits, in connection with or
arising out of this  Agreement or any breach or repudiation of this Agreement by
Sinofresh or SinoFresh or any party's use of any of the Products provided for in
this  agreement.  Any other  representations  or warranties  made by any person,
including  employees  or  representatives  of  AccuMed or  SinoFresh,  which are
inconsistent  herewith  shall be  disregarded by SinoFresh and AccuMed and shall
not be binding upon either party.




                                       11
<PAGE>



                                   ARTICLE IV
                              TERM AND TERMINATION

4.1 TERM.  This  Agreement  shall become  effective upon its execution and shall
continue for an initial term until December 31, 2004 unless sooner terminated as
provided  in this  Agreement.  After the  initial  term,  this  Agreement  shall
automatically  renew for  additional  one (1) year periods;  provided,  however,
either  party may give notice of its election  not to renew this  Agreement  for
such  additional  one (1) year period upon written notice to the other Party not
less than ninety (90) days prior to the end of that current term or renewal term
and upon giving such notice the Agreement shall not renew and shall terminate at
the end of that current period.

4.2  DEFAULT.  If any  party  defaults  in the  performance  of this  Agreement,
including, but not limited to, failure of SinoFresh to meet the minimum purchase
requirements  or AccuMed  failing  to meet the  delivery  schedule  set forth on
Schedule "B", the other party may give written  notice to the  defaulting  party
specifying the nature and extent of the default and the  defaulting  party shall
have sixty (60) days  thereafter  to cure such  default.  If such default is not
cured within the sixty (60) day period,  the aggrieved party, by written notice,
may declare this Agreement immediately terminated for default.

Either party may immediately terminate this Agreement,  by giving written notice
of such  termination to the other party,  if there is a material  breach of such
other party's payment obligations under this Agreement or if there is any action
by the  other  party,  or a  request  by the  other  party  for an action by the
aggrieved party or a third party, which would or might constitute a violation of
Section  2.6.  If either  party is  adjudged  bankrupt  or  insolvent,  makes an
assignment for the benefit of its creditors,  or has a receiver appointed for it
or any of its properties, the other party shall have the right to terminate this
Agreement immediately upon written notice to such party.

4.3 UNFILLED  ORDERS.  In the event of, and upon  termination of this Agreement,
AccuMed  will  fulfill  any  unfilled  orders  of  SinoFresh  for  the  Products
outstanding as of the date on which the termination is effective.

4.4 RETURN OF PROPERTY. Upon expiration or termination of this Agreement for any
reason,  all  property,  data  and  confidential  information  of  Sinofresh  in
SinoFresh's  possession  or control  shall be returned to AccuMed  within thirty
(30)  days at  SinoFresh's  expense.  Upon  expiration  or  termination  of this
Agreement for any reason,  all property,  data and  confidential  information of
SinoFresh  in  AccuMed's  possession  or control  shall be returned to SinoFresh
within thirty (30) days at AccuMed's expense.

4.5 NO  ADDITIONAL  REMEDIES.  It is  expressly  understood  and agreed that the
rights of termination and non-renewal as provided in this Agreement are absolute
and that the  parties  hereto  have  considered  the making of  expenditures  in
preparing for the  performance of this Agreement and possible losses and damages
incident and resulting to them in the event of its  termination or non- renewal.
Therefore, in agreeing to the terms of this Agreement, including termination and
non-renewal herein, it is with full knowledge of such possibilities,  and except
as  provided  herein,  no party  hereto  shall be  responsible  to  another  for
compensation,   damages,   loss  of  profits,   loss  of  economic  opportunity,
consequential  damages  (whether  founded in tort or  contract)  or otherwise in
equity or at law by reason of such  termination or non-renewal of this Agreement
at any time.


                                       12
<PAGE>

                                    ARTICLE V
                            CONFIDENTIAL INFORMATION

5.1  CONFIDENTIAL  INFORMATION.  Each party may and will  receive from the other
party,  information  relating to the  Products and the other party which is of a
confidential  and  proprietary   nature  ("  Proprietary   Information").   Such
Proprietary  Information may include (without  limitation) trade secrets,  know-
how, designs,  formulas,  processes, data and information regarding each party's
personnel, plans, operations,  customers,  prices, costs or financial condition.
Except for appropriate actions related to the manufacture or distribution of the
Products  as  contemplated  by this  Agreement  by each  party's  employees  and
contractors,  the  receiving  party will not permit any other  person to use the
Proprietary  Information or disclose to any other person any of the  Proprietary
Information,  except with the written  consent of the other party.  In addition,
each party will  carefully  restrict  access  through such party to  Proprietary
Information,  which is  designated  by the other  party as  "Restricted  Access"
information,  to individuals  who are  specifically  approved in writing by such
other party to have such access and who agree to be bound by the  provisions  of
this Agreement.  Each party covenants to ensure that the  confidentiality of the
Proprietary Information is maintained by its employees, contractors, affiliates,
assignees,   agents  and   sub-distributors.   The   foregoing   confidentiality
obligations will not apply to disclosures of Proprietary Information required by
court order or applicable laws or to disclosures of information which through no
wrongful act or breach on the part of the receiving  party or to the  disclosing
party, has become generally known or available to the public, has been furnished
to the  disclosing  party  by a third  party as a matter  of right  and  without
restriction  on such  disclosure,  or has been  developed  independently  by the
disclosing party.

5.2. RIGHTS IN INTELLECTUAL PROPERTY. Each party agrees that the other party has
rights in  intellectual  property and each party agrees to not pursue any rights
or  commercial  interests in an  intellectual  property  area in which the other
party has already pursued intellectual property protection. Ideas, improvements,
and product extensions of such already pursued intellectual property arising out
of this  agreement  are the  property  of the  party  that has  already  pursued
intellectual  property  protection  relating  to such  ideas,  improvements  and
product extensions.

5.3 DURATION OF OBLIGATION. The obligation to maintain the secrecy of and not to
use  Confidential  Information  shall  continue  for three  (3) years  after the
receipt  of  such  Confidential   Information   notwithstanding   expiration  or
termination of this Agreement.



                                       13
<PAGE>






                                   ARTICLE VI
                               GENERAL PROVISIONS

6.1 NOTICES.  Any notice or other communication to either party pursuant to this
Agreement  will be deemed to have been duly  given and  received  on the date of
actual delivery (which may be by mail, cable, courier or facsimile transmission)
in writing  and in English at its  address  set forth  below.  Either  party may
change its  address  for  purpose of this  paragraph  by giving the other  party
written notice of the new address in the manner set forth above.

SINOFRESH HEALTHCARE, INC.
313 S. Seaboard Ave.
Venice, FL 34292
Attn: P. Robert Dupont
President and COO
Tele: (941) 488-5008
Fax: (941) 488-5048
Email: sinodupont@aol.com

ACCUMED, INC.
2572 Brunswick Pike
Lawrenceville, New Jersey 08648
Attn: Burgise Palkhiwala
President
Tele: (609)-883-1818
Fax: (609)-883-2288
Email: Burgise@accumed.org

6.2 ASSIGNMENT. The parties' rights and obligations under this Agreement are not
assignable,  either in whole or in part, either voluntarily or by action of law,
without the prior written consent of the other party.  Any attempted  assignment
in violation of this Agreement shall be void.

6.3 WAIVER.  Any waiver, at any time, of any of the terms and conditions of this
Agreement,  shall not constitute or be deemed a  modification,  cancellation  or
waiver  of the same or  other  terms  and  conditions  at any  time  thereafter.
Additionally,  the  failure  or delay of  either  party to  exercise  any  right
hereunder  shall not be deemed  to be a waiver of such  right,  and the delay or
failure of either party to terminate  this Agreement for breach or default shall
not be deemed  to be a waiver  of the right to do so for that or any  subsequent
breach or default or for the  persistence in a breach or default of a continuing
nature.

6.4 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire Agreement between
the parties hereto and cancels and supersedes  all previous  agreements,  either
express or  implied,  between  the parties  with  respect to the subject  matter
hereof. Any modifications or amendments to this Agreement must be in writing and
signed by both parties hereto.



                                       14
<PAGE>



6.5 FORCE MAJEURE.  AccuMed shall not be liable for loss,  damage or penalty for
delays in delivery or failure to manufacture or deliver Products or otherwise to
perform any  obligation  due to SinoFresh  under this Agreement due to any cause
beyond AccuMed's reasonable control, such as, but not limited to, an act of God,
act of civil or military authority,  labor dispute, fire, riot, civil commotion,
sabotage, war, embargo, blockage, flood, epidemic, power shortage,  governmental
restrictions,  acts of AccuMed's vendors or shortage or delay in delivery of raw
materials or components which are not reasonable to expect AccuMed to be able to
control.

6.6 APPLICABLE LAW. This Agreement,  and any claims or disputes  related to this
Agreement,  will be governed by the laws (excluding  conflict of laws provisions
and the U.N. Convention on Contracts for the International Sale of Goods) of the
State of Florida,  U.S.A.,  All actions or proceedings under or relating to this
Agreement  will be  resolved  in a State or Federal  court  located in  Sarasota
County, Florida; provided,  however, that in AccuMed's discretion such an action
may be heard in some  other  place  designated  by it if  necessary  to  acquire
jurisdiction  over third  persons so that the  dispute  can be  resolved  in one
action,  Each party hereby agrees to appear in any such action,  consents to the
jurisdiction  of such courts and waives any objections it might have as to venue
in any such court.

6.7 SEVERABILITY.  In the event any provision hereof shall be deemed by a court,
having competent  jurisdiction  over the parties,  to be inoperative or invalid,
the remainder of the Agreement  shall  nonetheless  remain in full force,  after
giving effect to such inoperative or invalid provision.

6.8 ATTORNEYS'  FEES. In the event of a dispute  between the parties  concerning
this  Agreement,  the prevailing  party in any  litigation  shall be entitled to
recover  its  attorneys'  fees and  costs  and  expenses  of such  suit from the
non-prevailing party.

IN WITNESS  WHEREOF,  the parties  hereto,  intending to be legally bound,  have
caused this  Agreement to be executed by their duly  authorized  officers on the
date first above written.

SINOFRESH                                                 ACCUMED

By: ________________________                  By: _______________________
Name: ______________________                  Name: _____________________
Title: _____________________                  Title: ____________________
Date: ______________________                  Date: _____________________

ATTACHMENT OF SCHEDULES "A" AND "B"




                                       15
<PAGE>



                                  SCHEDULE "A"
                 THE COVERED "PRODUCTS" AND THEIR SPECIFICATIONS

PRODUCTS COVERED BY THIS AGREEMENT  MANUFACTURED FOR SINOFRESH BY ACCUMED ARE AS
FOLLOWS:

<TABLE>
<CAPTION>
CATALOG/PN    PRODUCT CATALOG NAME                                                              PRICE
--------------------------------------------------------------------------------------------------------

<S>                                         <C>                                                 <C>
1.       SINOFRESH; 1 OZ ANTI SEPTIC
           NASAL SPRAY                      PER EXHIBIT B SPECIFICATION                         $.78 IC*

2.       SINOFRESH 1OZ ANTI SEPTIC
         ORAL SPRAY                         PER EXHIBIT B SPECIFICATION                          TBD

3.       SINOFRESH .5 OZ ANTI SEPTIC
         EAR DROPS                          PER EXHIBIT B SPECIFICATION                          TBD
</TABLE>




o        IC = PER INDIVIDUAL CONTAINER, INDIVIDUALLY, FILLED, BOXED, LABELED AND
         READY TO SHIP IN 24 PIECE DISPLAY  BOXES,  AND  PALLETIZED  WITH SHRINK
         WRAP.

                    o    Minimum Order 50,000 Units




                                       16
<PAGE>



                                  SCHEDULE "B"

    MINIMUM ANNUAL PURCHASE REQUIREMENTS AND DETAILED PRODUCT SPECIFICATIONS

1. PURCHASE REQUIREMENTS FOR SINOFRESH:

     o    QUANTITY: 50,000 UNITS

     o    PART NUMBER: SINONASAL

     o    DESCRIPTION: TOPICAL ANTISEPTIC NASAL SPRAY (1 OZ)

2. DETAILED PRODUCT SPECIFICATIONS:

ACCUMED PROJECT SCOPE
AccuMed will furnish SinoFresh Healthcare, Inc., with the following:
50,000 units of Sinofresh part number SINONASAL .
AccuMed will develop all protocols based on cGMP requirements.
AccuMed,  Inc.  will  furnish  SinoFresh  Healthcare  Inc.  with  the  following
documentation  per cGMP's:

     o    Project  submittals  for client's  final  approval  before  commencing
          production
     o    Material Receiving Procedures
     o    Pharmacy procedures (weighing)
     o    Compounding Procedures
     o    Lot Numbering Procedures
     o    Packaging Procedures
     o    Quality Inspection Procedures (Packaging Materials)
     o    Quality Inspections Procedures (Finished)
     o    Chemical / Micro reports (USP)
     o    All Lots  will be  furnished  with  batch  records  including  quality
          control documentation, certificates of conformance, operating.


EXCEPTIONS

     o    SinoFresh  will  provide all  materials  required to  manufacture  the
          finishes product including bottles,  caps, pumps,  front labels,  back
          labels, cartons, informational inserts, and case shippers.

              Exclusions: Compounding ingredients

     o    Unit  pricing  does not include  product  development  fee. A one-time
          product development fee of $35,000 (thirty five thousand United States
          dollars) will be charged separately.  Product development phase of the
          relationship is considered a prerequisite to the  SinoFresh/Accumed bi
          lateral  contract.  Commercial  production  cannot  commence until the
          development phase has been completed.



                                       17