Exhibit 4.1
                                 SINOFRESH CORP.
                   COMMON STOCK REGISTRATION RIGHTS AGREEMENT

         THIS COMMON STOCK  REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is
entered into this ____ day of September, 2003, by and between SinoFresh Corp., a
Florida  corporation  (the  "Company")  and the  undersigned  shareholder of the
Company's common stock (the "Common Stock Shareholder");

         WHEREAS,  the Company desires to provide certain registration rights to
the Common Stock Shareholder and the Common Stock Shareholder  desires to obtain
registration rights from the Company.

         NOW,  THEREFORE,  in consideration of the mutual premises and covenants
herein  contained,  the Common Stock Shareholder and the Company hereby agree as
follows:

1.       Definitions.

         As used herein:

         (a) The term "Exchange  Act" shall mean the Securities  Exchange Act of
1934, as amended.

         (b) The terms "register,"  "registered," and "registration"  refer to a
registration  effected by  preparing  and filing the  Registration  Statement in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such Registration Statement.

         (c) The term "Person"  shall have the meaning set forth in Section 2(2)
of the Securities Act.

         (d) The term  "Prospectus"  shall have the meaning set forth in Section
2(10) of the Securities Act.

         (e) The term  "Registration  Expenses"  shall mean any and all expenses
incident to the performance of or compliance by the Company with this Agreement,
including without limitation: (i) all Securities and Exchange Commission ("SEC")
or National  Association of Securities Dealers,  Inc. (the "NASD")  registration
and  filing  fees,  (ii) all fees  and  expenses  incurred  in  connection  with
compliance with state securities or blue sky laws (including reasonable fees and
disbursements of one counsel for any underwriters or Common Stock Shareholder in
connection with blue sky qualification of any of the Registrable Securities) and
compliance  with the rules of the NASD,  (iii) all  expenses  of any  Persons in
preparing or assisting in preparing, word processing,  printing and distributing
the  Registration  Statement,  any  Prospectus and any amendments or supplements
thereto,  and in preparing or assisting in preparing,  printing and distributing


<PAGE>

any  underwriting  agreements,  securities  sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) the fees
and  disbursements  of counsel for the Company and of the independent  certified
public accountants of the Company,  including the expenses of any "cold comfort"
letters required by or incident to such performance and compliance, (v) the fees
and  expenses of any  exchange  agent or  custodian,  (vi) all fees and expenses
incurred in  connection  with the  listing,  if any,  of any of the  Registrable
Securities on any  securities  exchange or exchanges,  and (vii) the  reasonable
fees and expenses of any special  experts  retained by the Company in connection
with the Registration Statement.

         (f) The term  "Registration  Statement"  shall  mean  the  Registration
Statement of the Company that covers the Registrable  Securities pursuant to the
provisions of this  Agreement,  and all amendments  and  supplements to any such
Registration  Statement,  including  post-effective  amendments,  in  each  case
including  the  Prospectus  contained  therein,  all  exhibits  thereto  and all
material incorporated by reference therein.

         (g) The term "Securities Act" shall mean the Securities Act of 1933, as
amended.

2.       Company Registration.

         (a) Prior to the  expiration  of the One Hundred  and Eighty  (180) day
period upon which the Merger Agreement  between the Company and SinoFresh Corp.,
a Delaware corporation  ("HealthCare"),  becomes  "effective"/1/ pursuant to the
General  Corporation  Law of the State of Delaware,  the Company shall  register
Three Million Two Hundred Thousand  (3,200,000)  shares of its common stock (the
"Registration   Stock")   pursuant   to  the   Securities   Act  of  1933   (the
"Registration").  Of the  Registration  Stock to be  registered  pursuant to the
Registration,  the Common Stock  Shareholder shall have the right to register up
to Five  Percent  (5%) of the  Common  Stock  Shareholder's  common  stock  (the
"Registrable Securities").

         (b) The Company shall promptly give written notice of the  Registration
to the Common  Stock  Shareholder,  which  shall  offer such holder the right to
include up to Five Percent (5%) of the Common Stock  Shareholder's  common stock
in the  Registration,  on a pro-rata  basis with the other  shareholders  of the
common stock of the  Company,  subject to the  limitations  set forth in Section
2(a) above.

         (c) The  Common  Stock  Shareholder  shall  have ten (10) days (or such
longer  period  as shall be set forth in the  notice)  from the  receipt  of the
notice to  deliver to the  Company a written  request  specifying  the number of
shares of common stock, subject to the 5% limitation set forth above, the Common
Stock Shareholder  intends to sell and the Common Stock  Shareholder's  intended
plan of disposition.


--------
/1/ "Effective", as that term is used herein shall have the same meaning as that
term is defined in the General Corporation Law of the State of Delaware.


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<PAGE>

         (d) Subject to the 5%  limitations  set forth above,  upon receipt of a
written  request  pursuant to Section 2(c),  the Company shall  promptly use its
best  efforts to cause all such  common  stock  entitled  to be  included in the
Registration  to be  registered  to  the  extent  required  to  permit  sale  or
disposition as set forth in the written request.

         (e) All shares of common stock that are not Registrable  Securities may
be registered at the discretion of the board of directors of the Company.

3.       Effectiveness.

         A Registration  Statement pursuant to which the Registrable  Securities
are being  registered will not be deemed to have become  effective unless it has
been declared  effective by the SEC;  provided,  however,  that if, after it has
been declared  effective,  the Registration  Statement is interfered with by any
stop order,  injunction  or other order or  requirement  of the SEC or any other
governmental agency or court, such Registration  Statement will be deemed not to
have been effective during the period of such interference.  The Company will be
deemed not to have used best  efforts  to cause the  Registration  Statement  to
become,  or to remain,  effective  during the requisite period if it voluntarily
takes any action that would result in any such Registration  Statement not being
declared  effective  or that would result in the Common  Stock  Shareholder  not
being  able to offer and sell the  Registrable  Securities  during  that  period
unless such action is required by applicable  laws and  regulations or currently
prevailing  interpretations  of the staff of the SEC. The Company shall use best
efforts to maintain the effectiveness for up to one hundred eighty (180) days of
the  Registration  Statement and from time to time will amend or supplement such
Registration  Statement  and the  Prospectus  contained  therein  to the  extent
necessary to comply with the Securities Act and any applicable  state securities
laws or regulations. The Company shall also provide the Common Stock Shareholder
with as  many  copies  of the  Prospectus  contained  in any  such  Registration
Statement as the Common Stock Shareholder may reasonably request.

4.       Expenses of Registration.

         All Registration Expenses incurred in connection with any registration,
qualification  or compliance  pursuant to this  Agreement  shall be borne by the
Company.  Except as provided herein,  the Common Stock Shareholder shall pay all
fees and  expenses  of its  legal  counsel,  underwriters'  fees,  discounts  or
commissions or transfer  taxes,  if any,  relating to the sale or disposition of
the Common Stock Shareholder's Registrable Securities.

5.       Registration Procedures.

         In the case of each registration, qualification, or compliance effected
by the Company  pursuant  to this  Agreement,  the Company  will keep the Common
Stock Shareholder  advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion  thereof.  At its expense,
the Company will:


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<PAGE>

         (a)  Prepare  and file  with the SEC the  Registration  Statement  with
respect to such  Registrable  Securities  as  described in Section 2 and use its
best efforts to cause such  Registration  Statement to become  effective  and to
remain effective in accordance with Section 3;

         (b) Prepare and file with the SEC such  amendments  and  supplements to
such Registration  Statement and the Prospectus used in connection  therewith as
may be necessary to keep such Registration Statement effective and current for a
period  of not less than one  hundred  eighty  (180)  days and  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities  covered  by  such  Registration  Statement  during  such  period  in
accordance  with the intended  methods of disposition by the sellers  thereof as
set forth in such Registration Statement;

         (c)  (i)  Furnish  to  the  Common  Stock  Shareholder,   and  to  each
underwriter,  if any, without charge, such number of copies of such Registration
Statement,  each amendment and supplement  thereto,  the Prospectus  included in
such Registration  Statement (including each preliminary  Prospectus),  and such
other documents as the Common Stock  Shareholder or underwriters  may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned  by the  Common  Stock  Shareholder;  and (ii)  consent  to the use of the
Prospectus  or  any  amendment  or  supplement   thereto  by  the  Common  Stock
Shareholder of Registrable  Securities included in the Registration Statement in
connection with the offering and sale of the Registrable  Securities  covered by
the Prospectus or any amendment or supplement thereto;

         (d) Notify the Common Stock Shareholder,  its counsel, and the managing
underwriters, if any, promptly, and promptly confirm such notice in writing, (i)
when the Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of the issuance by the
SEC or  any  state  securities  authority  of  any  stop  order  suspending  the
effectiveness  of  the  Registration  Statement  or  the  qualification  of  the
Registrable  Securities or the initiation of any  proceedings  for that purpose,
(iii) the Company's reasonable  determination that a post-effective amendment to
the Registration Statement would be appropriate;

         (e) If applicable,  use its best efforts to cause all such  Registrable
Securities  to be listed or quoted on each  securities  exchange or  interdealer
quotation  system on which  similar  securities  issued by the  Company are then
listed or quoted;

         (f) Provide a transfer  agent for all such  Registrable  Securities not
later than the effective date of such Registration Statement;

         (g) If necessary,  obtain a CUSIP number for the Registrable Securities
not later than the effective date of the Registration Statement; and

         (h)  Cooperate  with the Common Stock  Shareholder  to  facilitate  the
timely  preparation  and  delivery  of  certificates   representing  Registrable
Securities to be sold and not bearing any restrictive  legends and registered in
such names as the Common Stock  Shareholder or the  underwriters  may reasonably


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<PAGE>

request  at  least  two  Business  Days  prior  to the  closing  of any  sale of
Registrable Securities pursuant to such Registration Statement;

         (i) Cooperate with each seller of Registrable Securities covered by the
Registration  Statement  and  each  underwriter,  if any,  participating  in the
disposition  of such  Registrable  Securities  and their  respective  counsel in
connection with any filings required to be made with the NASD; and

         (j) Use best  efforts to take all other steps  necessary  to effect the
registration of the Registrable Securities covered by the Registration Statement
contemplated hereby.

6.       Indemnification and Contribution.

         (a) In connection with the  Registration  Statement,  the Company shall
indemnify and hold harmless the Common Stock  Shareholder  and each  underwriter
who participates in an offering of the Registrable  Securities,  each Person, if
any, who  controls  any of such parties  within the meaning of Section 15 of the
Securities  Act or Section 20 of the Exchange  Act and each of their  respective
directors, officers, employees and agents, as follows:

                  (i) from  and  against  any and all  loss,  liability,  claim,
         damage and expense whatsoever,  joint or several, as incurred,  arising
         out of any untrue  statement or alleged untrue  statement of a material
         fact contained in the Registration Statement (or any amendment thereto)
         covering Registrable  Securities,  including all documents incorporated
         therein by reference,  or the omission or alleged omission therefrom of
         a material fact required to be stated  therein or necessary to make the
         statements  therein  not  misleading  or  arising  out  of  any  untrue
         statement or alleged  untrue  statement of a material fact contained in
         any Prospectus (or any amendment or supplement thereto) or the omission
         or alleged omission  therefrom of a material fact necessary in order to
         make the statements  therein,  in the light of the circumstances  under
         which they were made, not misleading;

                  (ii)  from and  against  any and all loss,  liability,  claim,
         damage and expense whatsoever,  joint or several,  as incurred,  to the
         extent of the aggregate amount paid in settlement of any litigation, or
         any investigation or proceeding by any court or governmental  agency or
         body,  commenced or threatened,  or of any claim  whatsoever based upon
         any such untrue  statement  or  omission,  or any such  alleged  untrue
         statement or omission,  if such  settlement  is effected with the prior
         written consent of the Company; and

                  (iii) from and against  any and all  expenses  whatsoever,  as
         incurred (including reasonable fees and disbursements of counsel chosen
         by Common Stock  Shareholder or any  underwriter  (except to the extent
         otherwise  expressly  provided in Section  6(c)  hereof)),  incurred in
         investigating,  preparing or defending  against any litigation,  or any


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<PAGE>

         investigation  or  proceeding  by any court or  governmental  agency or
         body,  commenced or threatened,  or any claim whatsoever based upon any
         such untrue statement or omission, or any such alleged untrue statement
         or  omission,  to the  extent  that any such  expense is not paid under
         subparagraph (i) or (ii) of this Section 6(a);

provided,  however,  that  (i)  this  indemnity  does  not  apply  to any  loss,
liability,  claim,  damage or  expense to the  extent  arising  out of an untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in  conformity  with  written  information  furnished in writing to the
Company by the Common Stock Shareholder,  or any underwriter with respect to the
Common Stock Shareholder,  or any underwriter, as the case may be, expressly for
use in the Registration  Statement (or any amendment  thereto) or any Prospectus
(or any  amendment  or  supplement  thereto)  and (ii) the Company  shall not be
liable to the Common Stock Shareholder,  any underwriter or controlling  Person,
with respect to any untrue  statement or alleged untrue statement or omission or
alleged omission in any preliminary Prospectus to the extent that any such loss,
liability,  claim,  damage or  expense  of the  Common  Stock  Shareholder,  any
underwriter  or  controlling  Person results from the fact that the Common Stock
Shareholder or any underwriter,  sold Registrable Securities to a Person to whom
there was not sent or given,  at or prior to the  written  confirmation  of such
sale,  a copy of the final  Prospectus  as then amended or  supplemented  if the
Company had previously  furnished copies thereof to the Common Stock Shareholder
or any underwriter or controlling Person and the loss, liability,  claim, damage
or expense of the Common Stock Shareholder or underwriter, or controlling Person
results from an untrue statement or omission of a material fact contained in the
preliminary Prospectus which was corrected in the final Prospectus.  Any amounts
advanced by the Company to an indemnified  party pursuant to this Section 6 as a
result of such  losses  shall be  returned to the Company if it shall be finally
determined  by such a court in a judgment  not subject to appeal or final review
that such indemnified party was not entitled to indemnification by the Company.

         (b) A selling  Common Stock  Shareholder  agrees to indemnify  and hold
harmless the Company,  any underwriter and each of their  respective  directors,
officers  (including  each  officer of the Company  who signed the  Registration
Statement),  employees and agents,  any  underwriter or any other selling Common
Stock  Shareholder  within the  meaning of Section 15 of the  Securities  Act or
Section 20 of the Exchange  Act,  from and against any and all loss,  liability,
claim,  damage and expense  whatsoever  described in the indemnity  contained in
Section 6(a) hereof, as incurred,  but only with respect to untrue statements or
omissions,  or alleged untrue statements or omissions,  made in the Registration
Statement or any  Prospectus  in reliance  upon and in  conformity  with written
information  furnished to the Company by such selling  Common Stock  Shareholder
with  respect  to  such  Common  Stock  Shareholder  expressly  for  use in such
Registration Statement, or any such Prospectus.

         (c)  Each   indemnified   party  shall  give  prompt   notice  to  each
indemnifying  party of any  action  commenced  against  it in  respect  of which
indemnity  may be sought  hereunder,  enclosing  a copy of all  papers  properly
served on such indemnified party, but failure to so notify an indemnifying party


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<PAGE>

shall not relieve such  indemnifying  party from any liability which it may have
under this Section 6, except to the extent that it is  materially  prejudiced by
such failure.  An  indemnifying  party may participate at its own expense in the
defense  of such  action,  or, if it so elects  within a  reasonable  time after
receipt of such  notice,  assume the defense of any suit  brought to enforce any
such claim;  but if it so elects to assume the defense,  such  defense  shall be
conducted  by counsel  chosen by it and  approved  by the  indemnified  party or
parties, which approval shall not be unreasonably withheld. In the event that an
indemnifying party elects to assume the defense of any such suit and retain such
counsel,  the  indemnified  party or parties shall bear the fees and expenses of
any additional counsel thereafter retained by such indemnified party or parties;
provided, however, that the indemnified party or parties shall have the right to
employ counsel (in addition to local counsel) to represent the indemnified party
or parties who may be subject to liability  arising out of any action in respect
of which  indemnity  may be sought  against  the  indemnifying  party if, in the
reasonable  judgment of counsel for the indemnified party or parties,  there may
be legal  defenses  available  to such  indemnified  party or parties  which are
different from or in addition to those available to the  indemnifying  party, in
which event the fees and expenses of appropriate separate counsel shall be borne
by the indemnifying party. In no event shall the indemnifying  parties be liable
for the  fees and  expenses  of more  than one  counsel  (in  addition  to local
counsel),  separate  from  its own  counsel,  for  all  indemnified  parties  in
connection with any one action or separate but similar or related actions in the
same jurisdiction  arising out of the same general allegations or circumstances.
No  indemnifying  party  shall,   without  the  prior  written  consent  of  the
indemnified  parties,  settle  or  compromise  or  consent  to the  entry of any
judgment with respect to any litigation,  or any  investigation or proceeding by
any  governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
whatsoever in respect of which  indemnification  or contribution could be sought
under  this  Section 6 (whether  or not the  indemnified  parties  are actual or
potential  parties thereto),  unless such settlement,  compromise or consent (i)
includes an  unconditional  release in form and  substance  satisfactory  to the
indemnified  parties of each indemnified party from ail liability arising out of
such litigation, investigation,  proceeding or claim and (ii) does not include a
statement as to or an admission of fault,  culpability or a failure to act by or
on behalf of any indemnified party.

         (d) In  order  to  provide  for  just  and  equitable  contribution  in
circumstances  under  which any of the  indemnity  provisions  set forth in this
Section 6 is for any reason held to be  unavailable to the  indemnified  parties
although  applicable  in accordance  with its terms,  the Company and the Common
Stock Shareholder shall contribute to the aggregate losses, liabilities, claims,
damages and  expenses of the nature  contemplated  by such  indemnity  agreement
incurred by the Company and the Common Stock Shareholder, as incurred; provided,
however,  that no Person  guilty of  fraudulent  misrepresentation  (within  the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  Person   that  was  not  guilty  of  such   fraudulent
misrepresentation. As between the Company and the Common Stock Shareholder, such
parties shall contribute to such aggregate losses, liabilities,  claims, damages
and  expenses of the nature  contemplated  by such  indemnity  agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company,
on the one hand,  and the Common  Stock  Shareholder,  on the other  hand,  with
respect to the statements or omissions  which resulted in such loss,  liability,
claim,  damage or expense,  or action in respect  thereof,  as well as any other
relevant equitable considerations. The relative fault of the Company, on the one


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<PAGE>

hand,  and of  the  Common  Stock  Shareholder,  on the  other  hand,  shall  be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, on the one hand,
or by or on  behalf of the  Common  Stock  Shareholder,  on the  other,  and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.  The Company and the Common Stock
Shareholder  agree  that it would  not be just  and  equitable  if  contribution
pursuant to this Section 6 were to be  determined  by pro rata  allocation or by
any other  method of  allocation  that does not take into  account the  relevant
equitable considerations.  For purposes of this Section 6, each affiliate of the
Common  Stock  Shareholder,  and each  director,  officer,  employee,  agent and
Person, if any, who controls a Common Stock Shareholder or such affiliate within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act shall have the same rights to contribution as the Common Stock  Shareholder,
and each  director of the  Company,  each  officer of the Company who signed the
Registration Statement, and each Person, if any, who controls the Company within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act shall have the same rights to contribution as the Company.

         (e) The  obligations  of the Company and the Common Stock  Shareholders
under this Section 6 shall survive the  completion of an offering of Registrable
Securities   pursuant  to  the  Registration   Statement.   Notwithstanding  the
foregoing,  to the extent that the indemnification  and contribution  provisions
contained  in the  underwriting  agreement  executed  in  connection  with  such
Registration Statement conflict with the foregoing provisions, the provisions in
such underwriting agreement shall control.

7.       Information by Common Stock Shareholder.

         The  Common  Stock   Shareholder  or  Common  Stock   Shareholders   of
Registrable Securities included in any registration shall furnish to the Company
such written information regarding such Common Stock Shareholder or Common Stock
Shareholders and the distribution  proposed by such Common Stock  Shareholder or
Common Stock  Shareholders as the Company may reasonably  request in writing and
as shall be required in  connection  with any  registration,  qualification,  or
compliance referred to in this paragraph.


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<PAGE>

8.       Suspension Rights.

         The Company  shall have the right,  which right may be exercised by the
Company only twice during any twelve (12) month  period,  to extend,  suspend or
delay the  effectiveness  of the  Registration  Statement  for a period of up to
ninety  (90) days if, upon advice of counsel to the  Company,  effectiveness  of
such  Registration  Statement  would  interfere with any then  currently  active
acquisition,  financing or similar  transaction  of the Company by requiring the
premature disclosure of any material corporate development or otherwise.

9.       Postponement Rights.

         The  Company  shall  have  the  right to  postpone  the  filing  of the
Registration Statement if, upon the advice of counsel to the Company, the filing
of such  Registration  Statement  would  interfere  with any then current active
acquisition,  financing  or similar  transaction  of the  Company or require the
premature  disclosure  of any  material  non-public  information  or because the
Company's board of directors determines in good faith that it would be seriously
detrimental to the Company and its stockholders for such Registration  Statement
to be filed.

10.      No Preferred Stock Registration Rights.

         Nothing in this  Agreement  shall be construed to impose on the Company
any obligations or duties as to the registration of preferred shares.

11.      Termination of Registration.

         Notwithstanding  any other  provision  in this  Agreement,  at any time
before or after the filing of the  Registration  Statement,  the Company may, in
its sole discretion,  abandon or terminate such registration without the consent
of  the  Common  Stock  Shareholders  with  no  liability  to the  Common  Stock
Shareholders or any third party arising therefrom.

12.      Termination of Obligations.

         The right of any Common Stock  Shareholder to request  registration  or
inclusion in any registration  pursuant to this Agreement shall terminate on the
date that all shares of  Registrable  Securities  held or entitled to be held on
conversion  by such Common Stock  Shareholder  may  immediately  be sold without
restriction (including volume limitations) under Rule 144 during any ninety (90)
day period.

13.      Assignability.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective heirs, successors and assigns of the parties hereto.


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<PAGE>

14.      Changes in Capital Stock.

         If, and as often as,  there is any change in the common stock by way of
a stock split,  stock dividend,  combination or  reclassification,  or through a
merger,  consolidation,  reorganization  or  recapitalization,  or by any  other
means, appropriate adjustment shall be made in the provisions hereof so that the
rights and  privileges  granted hereby shall continue with respect to the common
stock as so changed.

15.      Governing Law.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of Florida, without regard to the conflict of laws provisions thereof.

16.      Severability.

         In the event that any one or more of the provisions  contained  herein,
or the  application  thereof in any  circumstance,  is held invalid,  illegal or
unenforceable,  the validity,  legality and enforceability of any such provision
in every other respect and of the remaining  provisions  contained  herein shall
not be affected or impaired thereby.

17.      Successors and Assigns.

         This  Agreement  shall inure to the benefit of and be binding  upon the
successors,  assigns and  transferees  of the Common Stock  Shareholder.  If any
transferee of the Common Stock Shareholder shall acquire Registrable  Securities
in any  manner,  whether by  operation  of law or  otherwise,  such  Registrable
Securities  shall be held subject to all of the terms of this Agreement,  and by
taking and holding such Registrable Securities such Person shall be conclusively
deemed  to have  agreed  to be  bound by and to  perform  all of the  terms  and
provisions  of this  Agreement  and such Person shall be entitled to receive the
benefits hereof.

18.      Entire Agreement.

         This  Agreement and the other  writings  referred to herein contain the
entire understandings among the parties with respect to its subject matter. This
Agreement  supersedes all prior agreements and understandings  among the parties
with respect to its subject matter.

19.      Headings.

         The headings in this  Agreement are for  convenience  of reference only
and shall not limit or otherwise affect the meaning hereof.


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<PAGE>

20.      Counterparts.

         This Agreement may be executed in any number of  counterparts,  each of
which shall be an  original,  but all of which  together  shall  constitute  one
instrument.

IN WITNESS WHEREOF,  the undersigned have executed this Agreement on the day and
year first above written.


THE COMPANY:

SINOFRESH CORP.



----------------------------------------
By:
Its:



THE COMMON STOCK SHAREHOLDER:



----------------------------------------
By:
Its:



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