EMPLOYMENT AGREEMENT
                              --------------------


         EMPLOYMENT AGREEMENT made as December 1, 2002, by and between SINOFRESH
HEALTHCARE,  INC., a Delaware  corporation  ("Employer" or the  "Company"),  and
Charles A. Fust ("Executive").

         WHEREAS,  Executive  wishes to be employed by Employer  with the duties
and  responsibilities as hereinafter  described,  and Employer desires to assure
itself of the availability of Executive's services in such capacity.

          NOW,  THEREFORE,  in consideration of the foregoing and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which  is  hereby
acknowledged, Employer and Executive hereby agree as follows:

         1.  EMPLOYMENT.   Employer  hereby  agrees  to  employ  Executive,  and
Executive  hereby  agrees  to serve  Employer,  upon the  terms  and  conditions
hereinafter set forth.

         2.  TERM AND  TERMINATION.  The  Initial  Term of this  Agreement  (the
"Service  Period")  shall  commence on December 1, 2002 and it shall continue in
effect  for a period  of five (5)  years.  Thereafter,  the  Agreement  shall be
renewed upon the mutual  agreement of Executive and Company.  This Agreement and
Executive's  employment  may be  terminated at Company's  discretion  during the
Initial  Term,  provided  that Company shall pay to Executive an amount equal to
payment at  Executive's  base  salary rate for the  remaining  period of Initial
Term,  plus  an  amount  equal  to one  hundred  and  fifty  percent  (150%)  of
Executive's  base  salary  for  the  remaining  period  of the  Initial  Term as
severance. In the event of such termination,  Executive shall not be entitled to
any Incentive  Compensation  payment or any other  compensation  then in effect,
prorated or otherwise.

          (a). This  Agreement and  Executive's  employment may be terminated by
Company at its  discretion at any time after the Initial Term,  provided that in
such case,  Executive  shall be paid as severance an amount equal to 2 months of
Executive's  then  applicable  base  salary  or each year of  service  including
Executive's service to the predecessor  companies SinoFresh  Laboratories,  Inc.
and  SinoFresh  Laboratories,   LLC.  In  the  event  of  such  a  discretionary
termination,   Executive   shall  not  be  entitled  to  receive  any  Incentive
Compensation  payment  or any other  compensation  then in effect,  prorated  or
otherwise.

         (b).  This  Agreement  may be  terminated  by Executive at  Executive's
discretion by providing at ninety (90) days prior written notice to Company.  In
the event of termination Initials:


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by  Executive  pursuant  to this  subsection,  Company may  immediately  relieve
Executive of all duties and immediately terminate this Agreement,  provided that
Company  shall  pay  Executive  at  the  applicable  base  salary  rate  to  the
termination date included in Executive's original termination notice.

          (c).  In the  event  that  Executive  is in  breach  of  any  material
obligation  owed Company in this  Agreement,  which in the opinion of 75% of the
members of the Board:  habitually neglects the duties to be performed under this
Agreement,  engages in any conduct which is dishonest, damages the reputation or
standing of the  Company,  or is convicted of any criminal act or engages in any
act of moral turpitude,  then Company may terminate this Agreement upon five (5)
days notice to Executive.  In event of termination of the Agreement  pursuant to
this subsection, Executive shall be paid only at the then applicable base salary
rate up to and including the date of termination Executive shall not be paid any
incentive salary payments or other compensation, prorated or otherwise.

          (d). In the event company is acquired,  or is the non-surviving  party
in a merger,  or sells all or  substantially  all of its assets,  this Agreement
shall not be terminated and Company agrees to us its best efforts to ensure that
the  transferee  or  surviving  company  is  bound  by the  provisions  of  this
Agreement. In the event that the Company is unable or unwilling to secure such a
continuation of Executive's compensation and benefits, Executive shall receive a
royalty equal to three  percent (3%) of the net revenues of the company  derived
from the sale of SinoFresh products in effect at the time of the signing of this
Agreement or produced  during the Service Period of Executive's  employment,  as
such  revenues are  determined  by the  independent  accountants  engaged by the
Company.  The royalty  payment  shall be made within  thirty (30) days after the
Company's  independent  accounting  firm has concluded  its audit.  If the final
audit is not prepared  within ninety (90) days after the end of the fiscal year,
then Company  shall make a  preliminary  payment equal to fifty percent (50%) of
the amount due based upon the adjusted net profits preliminary determined by the
independent accounting firm, subject to payment of the balance, if any, promptly
following completion of the audit by the Company's independent accounting firm.

          (e) This Agreement  shall  terminate in the event (i) the death of the
Executive, (ii) disability, where the Executive by reason of accident or illness
in unable to perform his duties for a period of six consecutive  months or for a
period  of seven  months in a period  of 12  consecutive  months or (iii) in the
event the Employer ceases operation.

3. DUTIES.  Executive shall,  subject to the legal authority vested in the Board
of Directors (the "Board"),  serve as, and have all power and authority inherent
in the  offices  of,  Chairman  of the Board of  Directors  and Chief  Executive
Officer of Employer,  and shall be responsible for those areas in the conduct of
the business assigned to him by the Board,  including,  without Iimitation,  (i)
providing overall management,  strategic guidance and section to the Company and
its subsidiaries, (ii) participating in the Company's

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capital raising  efforts;  (ii) managing the  identification  of and negotiation
with acquisition candidates;  (iv) involvement in the Company's public relations
and investor relations efforts; (v) management authority over executives and key
employees of the Company and all of its divisions and subsidiaries, and (vi) and
such other duties and  responsibilities  as may from time to time be assigned by
the Board.  Executive  shall  devote  substantially  all his  business  time and
efforts to the business of  Employer.  Executive  shall  report  directly to the
Board of Directors.

          4. EXECUTIVE' S LOYAL TO EMPLOYER'S INTERESTS.  Executive shall devote
all of his time,  attention,  knowledge and skill solely and  exclusively to the
business  and  interests  of Employer,  and  Executive  shall be entitled to all
benefits,  emoluments,  profits and other issues arising from or incident to any
and all work, services and advice of Executive.  Executive expressly agrees that
during the term hereof he will not be interested, directly or indirectly, in any
form, fashion, or manner, as partner, officer, director,  stockholder,  advisor,
employee,  or in any other form or capacity,  in any other  business  similar to
Employer's  business or any allied trade,  except that nothing herein  contained
shall be deemed to prevent or limit the right of  Executive to invest any or his
surplus funds in the capital stock or other securities of any corporation  whose
stock or securities  are publicly  owned or are  regularly  traded on any public
exchange,  nor shall  anything  herein  contained  by deemed to prevent or limit
Executive from investing his surplus funds in real estate.

         5. CONFIDENTIAIITY  NON-COMPETE,  NON-SOLICITATION AND INVESTMENTS. The
Executive  recognizes  and  agrees  that all  copyrights,  trademarks,  or other
intellectual  property  rights to  created  works  arising  in any way from,  or
related to, the Executive's employment by the Company are the sole and exclusive
property of the Company,  agrees to not assert any rights to those works against
the  Company or any  third-parties  and agrees to assist the  Company in any way
requested  to procure or  protect  the  Company's  rights to those  works.  This
Agreement does not include any  copyrights,  trademarks,  or other  intelIectual
property  rights to created  works  arising in any way from,  or related to, the
Executive's   association  with  SinoFresh  Research  Laboratories,   LLC.  Upon
cancellation  of this Agreement by either party for any reason,  or if requested
by the  Board  at any  time,  the  Executive  will  return  to the  Company  all
documents,  books,  manuals,  lists,  records,  publications or other materials,
whether in written,  electronic or other form,  passwords,  keys,  credit cards,
equipment,  or other  articles  that came  into the  Executive's  possession  in
connection  with the  Executive's  employment  by the Company and to maintain no
copies or duplicates without the prior written approval of the Bard of Directors
of the Company.  The Executive will maintain in confidence  during an subsequent
to the Executive's  employment any information  about the Company or its members
which is confidential  information or which might  reasonably be expected by the
Executive  to be regarded by the Company as  confidential  and will not use that
information  except for the benefit of the Company.  Upon  cancellation  of this
Agreement by either party for any reason,  the Executive  will refrain for three
(3) years from (a) undertaking employment or any compensated duties on behalf of
any com any or firm that provides services or products to clients in competition
with the Company, or (b) soliciting any individual who is then or was at anytime
within  the  preceding  six  months  an  employee  of the  Company  to leave the
Company's  employment,  in either  case  unless  the Board of  Directors  of the
Company   provides  prior  written   approval  of  the  employment,   duties  or
solicitation.  The Executive will not make or direct any personal investments in

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the pharmaceutical  field based  substantially upon information  conveyed to the
Executive as an employee of the Company where the information is conveyed with a
request for, or in the expectation of,  confidentiality.  The provisions of this
paragraph will survive cancellation of this Agreement.

         6.  COMPENSATION AND OTHER  PROVISIONS.  Executive shall be entitled to
the compensation and benefits  hereinafter  described in subsections (a) through
(g)  (such   compensation  and  benefits  being   hereinafter   referred  to  as
"Compensation Benefits").

              (a) BASE SALARY.  Employer shall pay to Executive a base salary of
$150,000  per annum for the  period  commencing  December  1, 2002  through  the
remainder of the Service  Period (such amount,  as it may be increased from time
to time, may sometimes  hereinafter be referred to as "Base  Salary").  However,
Executive's  base  salary  shall  be  review  each  year  by the  Board  and the
Compensation  Committee  during the Service Period and may be increased (but not
decreased) as the Board may determine. In the event that Employer for reasons of
cash flow is unable to make full salary payment to Executive, and without regard
to IRS rules governing the income tax treatment of such compensation, any unpaid
amounts shall accrue,  without interest, and shall be paid to Executive when the
Board  determines that such amount could reasonably be paid. Such unpaid amounts
shall remain obligations of the Employer until paid in full.

              (b)  INCENTIVE  COMPENSATION.   Executive  shall  be  entitled  to
incentive cash compensation equal to 5% of the adjusted net profits (hereinafter
defined) of the Company beginning with the Company's year-end of and each fiscal
year thereafter  during the term of this Agreement.  "Adjusted net profit" shall
be the net  profit  of the  Company  before  federal  and  state  income  taxes,
determined in accordance  with generally  accepted  accounting  practices by the
Company's independent accounting firm and adjusted to exclude: (i) any Incentive
Compensation payments paid pursuant to this Agreement; (ii) any contributions to
pension  and/or profit  sharing plans;  (iii) any  extraordinary  gains or loses
(including,  but not limited to, gains or losses on disposition of assets); (iv)
any refund or deficiency of federal and state income taxes paid in a prior year;
and (v) any  provision  for  federal or state  income  taxes made in prior years
which is subsequently  determined to be unnecessary.  The  determination  of the
adjusted net profits made by the  independent  accounting  firm  employed by the
Company  shall be final  binding  upon  Executive  and  Company.  The  Incentive
Compensation  payment  be made  within  thirty  (3 ) days  after  the  Company's
independent  accounting  firm has concluded its audit. If the final audit is not
prepared  within ninety (90) days after the end of the fiscal year, then Company
shall make a preliminary  payment equal to fifty percent (50%) of the amount due
based upon the adjusted net profits  preliminary  determined by the  independent
accounting firm,  subject to payment of the balance,  if any, promptly following
completion of he audit by the Company's independent accounting firm. The maximum
incentive  cash  compensation  payable  for anyone  year shall not exceed  three
hundred percent (300%) f the then applicable base salary of Executive.

                  (c) PARTICIPATION IN BENEFIT PLANS. During the Service Period,
Executive  shall be eligible to  participate  in all employee  benefit plans and
arrangements  now in effect or which m y hereafter  be  established,  including,
without  limitation,  all life,  group  insurance and medical care plans and all

<PAGE>

disability,  incentive stock option plans, 401 (k) plans,  pension plans, profit
sharing  plans,   retirement  and  other  employee  benefit  plans  of  Employer
consistent  with such  benefits  provided to executive  management  of Employer.
Employer  shaII in all events  provide and pay the full costs of all medical and
insurances  for  Executive  as noted  above or as may be  added  throughout  the
Service Period.

                  (d) AUTOMOBILE ALLOWANCE. During the Service Period, Executive
shall  be paid  an  automobile  alIowance  of  approximately  $1,000  per  month
throughout  the Service  Period,  which shalI all be utilized for an  automobile
lease, insurance, gasoline, maintenance and related expenses.

                  (e) EXPENSE  REIMBURSEMENT.  Employer will promptly  reimburse
Executive  for  all  reasonabIe  out-of-pocket  business  expenses  incurred  in
connection with the performance of Executive's  services  hereunder,  including,
without limitation,  all travel,  telephone,  entertainment and similar business
expenses.

                   (f) CLUB MEMBERSHIP. Executive shall have paid his annual and
monthly  membership  due in a social club that the executive  regularly uses for
business purposes.

                  (g) TAX AND ESTATE PLANNING ALLOWANCE. Executive shall receive
an annual grant, in the amount to be determined by the Board, for tax and estate
planning.

                  (h)  KEYMAN INSURANCE.  The  Company  shall have the option to
maintain  and be the  owner and  beneficiary  If a term  life  insurance  policy
payable upon the  Executive's  death within  minimum policy limit of $5 million,
and  Executive  agrees to submit to any physical  examination,  and to otherwise
cooperate in any other procedures required to obtain such policy,



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                  (i) DISABILITY  INSURANCE  POLICY.  The Company shall have the
option to  maintain  and be the owner of a  disability  insurance  policy on the
Executive's life with a minimum limit of $25,000 per month, and Executive agrees
to submit to any physical  examination,  and to otherwise cooperate in any other
procedures required to obtain such policy.

         7. STOCK OPTIONS.  Concurrent  herewith,  Employer and Executive  shall
enter into a certain Stock Option Agreement ("Stock Option Agreement") providing
for certain  anti-dilution rights to Executive,  participation in the Employer's
qualified  incentive stock option plan, and cashless exercise.  The terms of the
anti-dilution rights shall provide that:

                  If the Company issues additional shares, whether in the course
of further  acquisition,  capital raising  activity or any other  activity,  the
Executive  shall receive options for the purchase of shares of the Employer such
that the Executive shall maintain no less than 1 % (fifteen  percent)  ownership
of Employer.  This right shall be valid as long as the total outstanding  shares
on a fully diluted basis are less than 100,000,000 shares. When the total shares
on a fully diluted basis is greater than 100,000,000 shares, the Executive shall
have  no  further  anti  dilution  rights.   In  the  case  of  a  stock  split,
recapitalization or other similar share reissuance  program,  this anti-dilution
right will be proportionately adjusted. The stock options granted should have an
exercise  price that is equal to the  average  market  price  during the 60 days
prior to the  distribution to Executive and shall be exercisable for a period of
five years from the date of grant.

         8. REGISTRATION  RIGHTS AGREEMENT.  Concurrent  herewith,  Employer and
Executive have entered into a certain  Registration Rights Agreement pursuant to
which Employer has granted to Executive certain  "piggy-back" rights to register
securities  of Employer,  including,  without  limitation,  common stock granted
hereunder and  underlying  stock options  granted or to be granted in connection
with the Stock Option Agreement.

         9.  REPRESENTATIONS  AND WARRANTIES.  Executive  hereby  represents and
warrants to the Employer that (i) the  execution,  delivery and  performance  of
this Agreement by Executive do not and shall not conflict with, breach,  violate
or cause a default under any contract, agreement, instrument, order, judgment or
decree to which  Executive is a party or by which  Executive is bound,  and (ii)
Executive   is  not  a  party  to  or  bound   by  any   employment   agreement,
non-competition  agreement or confidentiality agreement with any other person or
entity which in any way may  restrict,  impair or limit the  performance  of his
duties hereunder.




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         10. DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION.

                  (a) For purposes of this Agreement, "Confidential Information"
means knowledge,  information and material which is proprietary to Employer,  of
which  Executive  may obtain  knowledge or access  through or as a result of his
employment by Employer (including information conceived, originated,  discovered
or  developed  in  whole  or in part  by  Executive).  Confidential  Information
includes,  but is not  limited to, (i)  technical  knowledge,  information  find
material  such  as  trade  secrets,   processes,   formulas,   data,   know-how,
improvements,  inventions, computer programs, drawings, patents and experimental
and development work techniques, and (ii) marketing and other information,  such
as supplier  lists,  customer lists,  marketing and business plans,  business or
technical  needs of  customers,  Consultants,  licensees or suppliers  and their
methods of doing business, arrangements with customers,  consultants,  licensees
or suppliers,  manuals and personnel records or data.  Confidential  Information
also  includes  any  information  described  above which  employer  obtains from
another  party and  which  Employer  treats  as  proprietary  or  designates  as
confidential, whether or not owned or developed by Employer. Notwithstanding the
foregoing,  any  information  which is or  becomes  generally  available  to the
general public  otherwise than by breach of this Section 11 shall not constitute
Confidential Information for purposes of this Agreement.

                  (b)  During  the  term  of  this  Agreement  and   thereafter,
Executive agrees, to hold in confidence all Confidential  Information and not to
use such information for Executive's own benefit or to reveal, report,  publish,
disclose or transfer,  directly or indirectly,  any confidential  Information to
any person or entity, or to utilize any Confidential Information or any purpose,
except in the course of Executive's work for Employer.

                  (c)  Executive  will abide by any and all  security  rules and
regulations,  whether formal or informal,  that may from time to time be imposed
by Employer for the  protection  of  Confidential  Information,  and will inform
Employer of any defects  in, or  improvements  that could be made to, such rules
and regulations.

                  (d)  Executive   agrees  that  all  inventions,   innovations,
improvements,  developments,  methods, designs, analysis, drawings, reports, and
all  similar  or  related  information  which  relate  to  Employer's  actual or
anticipated business, research and development or existing or future products or
services  and which are  conceived,  developed  or made by Executive at any time
while  employed by Employer,  or made  thereafter  as a result of any  invention
conceived or work done at any time during employment with Employer  (hereinafter
referred to as "Work Product"), and all Executive's right, title and interest in
and to Work  Product,  shall be  regarded  as made and  held by  Executive  in a
fiduciary  capacity  solely for the  benefit of Employer  and shall  exclusively
belong to Employer.  Executive  will promptly  disclose such Work Product to the
Board of Directors of Employer and perform all actions  reasonably  requested by
the



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Board of Directors of Employer  (whether during or after the term of Executive's
employment  with Employer) to establish and confirm such  ownership  (including,
without limitation, execution of any and all assignments, conveyances, consents,
powers of  attorney  and other  instruments).  This  Agreement  does not include
inventions, innovations, improvements, developments, methods, designs, analysis,
drawings,  reports,  and all  similar  or relate  information  which  relates to
Employer's actual or anticipated business,  research and development or existing
or future  products or services  and which are  conceived,  developed or made by
Executive for SinoFresh Research Laboratories, LLC.

                  (e) Executive will notify Employer in writing immediately upon
receipt of any subpoena, notice to produce, or other compulsory order or process
of any  court of law or  government  agency  if such  document  requires  or may
require disclosure or other transfer of Confidential Information.

                  (f) Upon termination of employment,  Executive will deliver to
Employer any and all records and  tangible  property  that contain  Confidential
Information  that are in his possession or under his control.  The provisions of
this Section 11 shall survive the  termination  of Executive's  employment  with
Employer.

          11. BOARD OF DIRECTORS.  The Company agrees to nominate  Executive for
election to its Board of Directors and to otherwise exercise its best efforts to
cause Executive to be elected or appointed Chairman of the Board of Directors at
each such Election of Officers by the  Shareholders.  Such election  shall be in
addition to Executive's appointment as Chief Executive Officer of the Company.

          12.  AVAILABILITY OF INJUNCTIVE  RELIEF.  Executive  acknowledges  and
agrees that any breach by him of the  provisions of Section 10 hereof will cause
Employer  irreparable  injury  and  damage  for which it  cannot  be  adequately
compensated in damages. Executive therefore expressly agrees that Employer shall
be entitled to seek injunctive  and/or other equitable relief, on a temporary or
permanent  basis to  prevent  any  anticipatory  or  continuing  breach  of this
Agreement  or any part  hereof,  and is secured as  enforcement.  Nothing h rein
shall be construed as a waiver by Employer of any right it may have or hereafter
acquired to monetary  damages by reason of any injury to its property,  business
or reputation or otherwise arising out of any wrongful act or omission of it.

         13.   INDEMNIFICATION.   Employer   hereby   releases   and  agrees  to
unconditionally  indemnify  and hold  Executive  harmless  from and  against all
losses,  liabilities,  claims,  actions,  judgments,  demands,  costs, expenses,
fines, penalties,  fees, and damages, of any kind or nature, including,  without
limitation,  attorney's  fees and costs and  whether or not suit is  instituted,
that are suffered or incurred by Executive, directly or indirectly, relating to,
arising out of or in connection with any events, occurrences or circumstances



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of or  involving  Employer  prior  to the  effective  date  of  this  Agreement,
irrespective of whether or not Executive is now aware or shall hereafter  become
aware of such events,  occurrences or circumstances or additional facts relating
thereto.

         14.  DIRECTORS  AND OFFICERS  LIABILITY  INSURANCE.  Company  agrees to
obtain Directors and Officers Liability Insurance in such amounts and under such
terms as the Board of Directors  may agree,  and to provide such  Directors  and
Officers  Liability  Insurance  coverage  to  Executive  during  the term of his
employment with the Company.

         15. SURVIVAL. The covenants, agreements, representations and warranties
contained  in or made  pursuant  to this  Agreement  shall  survive  Executive's
termination  of  employment,  irrespective  of any  investigation  made by or on
behalf of any party.

          16. ENTIRE  AGREEMENT;  MODIFICATION.  This  Agreement  sets forth the
entire  understanding  of the parties with respect to the subject matter hereof,
supersedes all existing  agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.


          17.  NOTICES.  Any notice  required or  permitted  hereunder  shall be
deemed validly given if delivered by hand,  verified overnight  delivery,  or by
first class,  certified  mail to the following  address of Executive (or to such
other address as Executive may notify in writing to Employer):

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

                  Charles M. Fust
                  1627 Bay Sore
                  Englewood, FL 34226

                  With a copy to:

                  (Name and address of Charles' personal Attorney)

                  -------------------------------------------

                  -------------------------------------------

                  -------------------------------------------

                  -------------------------------------------

          18. WAIVER. Any waiver by either party of a breach of any provision of
this Agreement  shall not operate as or be construed to be a waiver of any other
breach of



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such provision or of any (reach of any other  provision of this  Agreement.  The
failure of a party to insist upon strict adherence to any term of this Agreement
on one or more occasions  shall not be considered a waiver or deprive that party
of the right  thereafter  to insist  upon strict  adherence  to that term or any
other term of this Agreement. All waivers must be in writing.

         19. BINDING  EFFECT.  The provisions of this Agreement shall be binding
upon the  Executive  and his heirs and  personal  representatives,  and shall be
binding upon and inure to the benefit of Employer, its successors and assigns.


         21. NO  ASSIGNMENT.  Neither this Agreement nor any or interest in this
Agreement  may be  assigned  by  Executive  without  the prior  express  written
approval of Company,  which may be  withheld  by Company at  Company's  absolute
discretion.

         22.  SEVERABILITY.  If any term of this Agreement is held by a court of
competent  jurisdiction  to be invalid or  unenforceable,  then this  Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had ever been included.

         23. HEADINGS. The headings in this Agreement are solely for convenience
of reference and shall be given no effect in the construction or  interpretation
of this Agreement.

         24. GOVERNING LAW; VENUE. This Agreement will be governed and construed
under the laws of the State of Florida, without giving effect to rules governing
conflicts of law, with proper venue with respect to all disputes related to this
Agreement being Dade County, Florida.

         25. INVALIDITY.  The invalidity or unenforceability of any term of this
Agreement shall not invalidate, make unenforceable or otherwise affect any other
term of this Agreement, which shall remain in full force and effect.

         26.  ATTORNEYS'  FEES.  In the event any dispute or  litigation  arises
hereunder  between  any of the parties  hereto,  the  prevailing  party shall be
entitled to all  reasonable  costs and  expenses  incurred  by it in  connection
therewith  (including,  without limitation,  all reasonable  attorneys' fees and
costs incurred  before and at any trial or other  proceeding and at all tribunal
levels), as well as all other relief granted in any suit or other proceeding.


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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first hereinabove written.



                                      EMPLOYER:

                                      SinoFresh HealthCare,
                                      corporation

                                      /s/ illegible
                                      -----------------------------
                                      Director President
                                      -----------------------------
                                      Inc., a Delaware

                                      /s/ Charles A. Fust
                                      -----------------------------
                                      Charles A. Fust