BRISTOL INVESTMENT GROUP, INC.
                               MEMBER NASD ~ SIPC
                            300 PARK AVENUE, 17TH FL.
                               NEW YORK, NY 10022
                 -----------------------------------------------

                             ARTHUR B. WHITCOMB, JR.
                                MANAGING DIRECTOR
                               TEL (212) 572-6293
                               FAX (212) 705-4292
                            ARTHUR@BRISTOLDIRECT.COM

February 7, 2003

SinoFresh HealthCare, Inc.
313 S. Seaboard Avenue
Venice, FL 34292

Attention:    Charles Fust, CEO & Chairman
              Andrew Badolato, Vice President of Finance

Gentlemen:

This letter  confirms the  agreement  between  Bristol  Investment  Group,  Inc.
("Bristol") and SinoFresh  HealthCare,  Inc. (the "Company") with respect to the
Company's engagement of Bristol to act as the Company's  non-exclusive financial
advisor and placement agent to raise capital for the Company (the "Financing").

1. Services and Term. Bristol will contact investors regarding their interest in
providing  capital to the Company and will help  negotiate  and close on capital
for the Company.  Bristol will discuss its capital  raising  activities with the
Company and coordinate its activities  with the Company's  efforts.  The Company
may complete a financing with an offering  structure,  terms and conditions that
will be  determined  by the Company,  in its sole  discretion.  The term of this
Agreement  (the "Term") shall commence upon its signing and shall expire January
15,  2004 (the  "Expiration  Date").  The  Company  has the right,  upon 30 days
written notice, to terminate this Agreement (a  "Termination").  Notwithstanding
the Expiration Date or a Termination, Bristol Contacts (as described below) will
be exclusive to Bristol and Bristol will be eligible for the fees,  specified in
later Section 2, if any of the Bristol Contacts participate in a financing prior
to one year after the Expiration Date.

2. Compensation.

     (a) The Company agrees to pay to Bristol for its capital  raising  services
     out of the  closing  proceeds  at each full or  incremental  closing of any
     Financing with Bristol's Contacts (as defined below) a cash finders' fee in
     the amount of 10% of the amount raised. In addition, the Company shall sell
     to  Bristol,  and  Bristol  shall  purchase  from  the  Company  a  warrant
     ("Warrants")  equal to 10% of the number of shares purchased or purchasable
     in the  Financing.  The exercise price of the Warrant shall be equal to the
     price paid by the investor at the closing of a  Financing.  The term of the
     Warrant is four (4) years.  The Warrant shall  include a cashless  exercise
     provision.  Bristol shall be entitled to "piggy back"  registration  rights


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     for a period of three (3) years from the date of this  Agreement,  pursuant
     to which the Company agrees to register the shares  underlying the Warrants
     detailed herein, on any Form S-1 or S-3 registration statement filed by the
     Company.  From time to time during the Term,  Bristol will submit a written
     list of  potential  investors  it has  contacted  during the Term.  Bristol
     Contacts shall be deemed to include the affiliates of and others related to
     such  contacts  and all third  parties to which the  Bristol  Contacts  may
     introduce the Company.

     (b) In the  event  that  Bristol  originates  a line  of  credit  (or  term
     facility) with an asset based lender or commercial bank, the Company agrees
     to pay  Bristol  a cash  fee  equal  to 5% of the  gross  proceeds  of such
     facility amount at the closing and warrants equal in number to five percent
     (5%) of  availability  of such  line of  credit  (or  term  facility).  For
     example,  a $2,000,000 line would equate to 100,000 warrants.  The exercise
     price  of  these  warrant  shall  be  equal  to the  most  recent  round of
     financing.

     (c) In the event that a Bristol Contact invests in either debt or equity of
     the Company,  regardless  of the amount,  Bristol will receive a warrant to
     purchase  200,000  shares of common stock at an exercise price equal to the
     most recent round of financing.

3. Survival of Agreement.  Paragraphs 2, and 5, shall survive the  Expiration or
Termination of this Agreement.

4. Governing Law, Benefits and  Modifications.  This Agreement shall be governed
by,  and  interpreted  in  accordance  with,  the laws of the  State of New York
applicable to agreements made and to be fully performed therein. The invalidity,
illegality or  unenforceability  of any provision of this Agreement  shall in no
way effect the validity,  legality or  enforceability  or any other provision of
this Agreement.  In the event of any dispute arising out of this Agreement,  the
Company  and Bristol  waive any right to a trial under  Federal or state law and
agree  instead to submit  any  dispute  hereunder  to the  American  Arbitration
Association  for  binding  arbitration  in the state of the party  against  whom
action is being brought.  The arbitration  award shall grant a reimbursement  to
the prevailing party of all of its fees and expenses, including attorney's fees.
The benefits of this  Agreement  shall inure to the  respective  successors  and
assigns of the parties hereto and the  obligations  and  liabilities  assumed in
this  Agreement by the parties  hereto  shall be binding  upon their  respective
successors and assigns.  This Agreement may not be modified or amended except in
writing signed by the parties hereto.

5. Indemnification.  The Company hereby agrees to indemnify,  exculpate and hold
harmless the Bristol and its employees from any damages, liabilities, claims and
expenses  (including legal fees and expenses)  arising out of Bristol's  actions
and inactions relating to any advice,  except damages,  liabilities,  claims and
expenses arising solely from Bristol's gross negligence and willful misconduct.

6. Legal  Relationship  and Best  Efforts  Services.  Nothing  contained in this
Agreement   shall  be  construed  to  place  Bristol  and  the  Company  in  the
relationship  of partners or joint  venturers.  Neither  Bristol nor the Company
shall represent itself as the legal  representative of the other for any purpose
whatsoever  nor shall either have the power to obligate or bind the other in any
manner whatsoever.  Bristol, in performing its services hereunder,  shall at all
times be an  independent  contractor.  The Company  expressly  acknowledges  and


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agrees that  Bristol's  obligations  hereunder are on a reasonable  best efforts
basis  only and that the  execution  of this  Agreement  does not  constitute  a
commitment  by  Bristol  to  purchase  any  securities  and  does  not  ensure a
successful  financing  or the  success of Bristol  with  respect to finding  any
financing for the Company.

7. Company Information. The Company represents and warrants that, as of the date
of this Agreement and at all times  thereafter  during the Term, the information
and documentation provided by the Company to Bristol and Bristol's contacts will
not contain any untrue  statement of a material fact or omit to state a material
fact  necessary in order to make the  statements  made therein,  in light of the
circumstances under which they are made, not misleading.  The Company recognizes
and confirms that Bristol in acting  pursuant to this  engagement  will be using
information  provided by or on behalf of the Company,  and that Bristol does not
assume responsibility for and may rely, without independent verification, on the
accuracy and the completeness of any such reports and information. The financial
statements provided by the Company will present fairly the financial position of
the Company as of the dates  indicated and the results of its operations for the
periods  specified;  and said  financial  statements  will have been prepared in
conformity with generally accepted accounting principles (as described therein),
applied on a basis which is consistent during the periods involved.  The Company
agrees to provide  Bristol with (i) prompt  notice of any  material  development
affecting the Company,  and (ii) such other information  concerning the business
and  financial  condition  of the  Company  as  Bristol  may  from  time to time
reasonably request.

If the foregoing conforms to your understanding, please sign, date and return to
us the enclosed copy of this letter.

                                 Very truly yours,

                                 BRISTOL INVESTMENT GROUP, INC.


                                 By:____________________________________
                                    Arthur B. Whitcomb, Jr., Managing Director


Agreed and Accepted this ______ day of February, 2003

SINOFRESH HEALTHCARE, INC.


By: ___________________________
    Charles Fust, CEO & Chairman