PROPRIETARY DEVELOPMENT, RIGHT OF FIRST REFUSAL AND ACQUISITION AGREEMENT

         This  PROPRIETARY  DEVELOPMENT,  RIGHT OF FIRST REFUSAL AND ACQUISITION
AGREEMENT ("Agreement"),  effective June 1, 2003 (the "Effective Date"), is made
by and between SinoFresh HealthCare,  Inc., a corporation organized and existing
under the laws of Delaware and having its  principal  offices at 516 Paul Morris
Drive Englewood,  FL 34223  (hereinafter  "HealthCare"),  and SinoFresh Research
Laboratories,  LLC, a limited liability company organized and existing under the
laws of the State of  Delaware  and  having  its  principal  offices at 516 Paul
Morris Drive Englewood, FL 34223 (hereinafter "Research").

         WHEREAS,  Research is in the business of discovering and developing new
chemical entities designed to cure sinus-related diseases;

         WHEREAS, HealthCare is in the business of developing, manufacturing and
marketing proprietary drugs designed to cure sinus-related diseases;

         WHEREAS,  HealthCare  would like to engage  Research to render research
and development services to HealthCare in connection with sinus-related diseases
and Research is willing to provide such services;

         WHEREAS,  HealthCare  desires  to  obtain a right of first  refusal  to
acquire the rights to commercialize products created through Research's research
and development;

         WHEREAS,  the Parties  wish to create an  alliance  that  permits  such
efficient and effective development and licensing.

         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and intending to be legally bound hereby,  HealthCare and Research hereby
agree as follows:

1. Definitions.

         Each of the  capitalized  terms used in this Agreement  (other than the
headings of the Sections) shall have the meaning indicated in this Agreement.

         1.1 The term "Agency" as used herein means any governmental  regulatory
authority  responsible for granting health or pricing approvals,  registrations,
import permits,  and other approvals  required before a Product  (defined below)
may be tested or marketed in any country.  The term Agency includes the Food and
Drug Administration ("FDA").

         1.2 The term  "Commercially  Reasonable  Efforts" as used herein  shall
mean those  efforts  consistent  with the  exercise  of prudent  scientific  and

<PAGE>

business   judgment   as   applied   to   other   research,    development   and
commercialization  efforts for  products of similar  scientific  and  commercial
potential within the research programs and relevant product lines of such Party.

         1.3 The term  "Products"  as used  herein  shall mean any new or useful
process, patent rights, data, information, inventions, discoveries, manufacture,
compounds,  compositions of matter, improvements,  claims, formulae,  processes,
trade secrets,  technologies  and/or know-how  (including  confidential data and
Confidential  Information),  to the extent  relating to, derived from and useful
for the manufacture,  use or sale of a compound or a product, including, without
limitation,  synthesis,  preparation,  processes and techniques, control methods
and  assays,   chemical  data,   toxicological  and  pharmacological   data  and
techniques,  clinical data, medical uses, product forms and product formulations
and  specifications,  whether  patentable or unpatentable,  that is conceived or
first  reduced to practice or  demonstrated  to have utility  during the term of
this Agreement by Research.

         1.4 The term "Party" means HealthCare or Research and, when used in the
plural, shall mean HealthCare and Research.

         1.5 The term  "Research  Management  Committee" or "RMC" as used herein
shall mean the committee described in Section 2.1 hereof.

         1.6 The  term  "Research  Program"  as used  herein  means  any and all
research and development  activities of Research.  The Research  Program and the
timeline  therefor  shall be more fully  described in a separate  document to be
delivered by HealthCare no later than December 30, 2003.

         1.7 The term "Third  Party" shall mean any party other than  HealthCare
or Research or an Affiliate of either of them.

2. Development.

         2.1 A Research  Management  Committee  (the "RMC") will be  established
which will be responsible  for the management of the Research  Program.  The RMC
will  prepare and review the annual  research  plans,  monitor  the  progress of
Research in performing the Research  Program and determine  whether the research
milestones as set forth therein have been successfully  completed.  The RMC will
be  comprised  of five (5)  members,  with one (1)  representative  appointed by
HealthCare and four (4) representatives  appointed by Research. The RMC shall be
co-chaired  jointly by the  Project  Leaders  as  defined in Section  2.4 below.
Either Party,  in its sole  discretion,  may appoint  substitute or  replacement
members  of the RMC to serve as its  representatives  upon  notice  to the other
Party.  The initial  members of the RMC shall be appointed by the Parties within
thirty (30) days following the Effective Date.

         2.2 The RMC  shall  meet at least  once  each  quarter  or such  lesser
frequency  as the  Parties  shall  determine  during  the  term of the  Research
Program,  at such times and places as agreed to by HealthCare and Research.  The



                                       2
<PAGE>

Party hosting each meeting of the RMC promptly  shall prepare and deliver to the
other Party within  fifteen (15)  business  days after the date of such meeting,
minutes of such meeting  setting  forth all decisions of the RMC relating to the
Research Program in form and content  reasonably  acceptable to the other Party.
The RMC and any of its members may meet or attend meetings by telephone or video
conference. The RMC will communicate regularly by telephone, facsimile and video
conference.  Meetings  and  telephone  and video  conferences  of the RMC may be
attended by such other  directors,  officers,  employees,  consultants and other
agents of  HealthCare  and Research as the Parties from time to time  reasonably
agree.

         2.3 All  decisions of the RMC shall be made by majority  vote of all of
the members, with each member of the RMC entitled to one vote.

         2.4.  HealthCare  and Research  each shall appoint a person (a "Project
Leader") to coordinate  its part of the Research  Program.  The Project  Leaders
shall be the primary  contacts  between the Parties with respect to the Research
Program.  Each Party  shall  notify  the other  within  thirty  (30) days of the
Effective  Date of the  appointment  of its  Project  Leader and shall  promptly
notify the other Party upon changing this appointment.

         2.5 By December  30, 2003,  HealthCare  will  provide  Research  with a
written description of the Research Program,  such description having sufficient
detail so as to enable  Research to understand  the goals and  objectives of the
Research Program. At the end of each quarter  thereafter,  Research will provide
HealthCare with written reports of progress made towards  achieving the goals of
the  Research  Program  and the path  Research  expects  to  follow  in the next
quarter,  such reports having  sufficient  detail so as to enable  HealthCare to
ascertain  Research's  progress and Research's  direction towards fulfilling the
goals  and  objectives  of  the  Research  Program.  Research  shall  have  sole
discretion to direct and control the Research Program and shall use Commercially
Reasonable Efforts to carry out all activities under the Research Program at its
own  expense,  and to  complete  it within the  timelines  approved  by the RMC,
provided that neither the Research  Program nor anything in this Agreement shall
constitute  any  warranty or covenant  that the  Products  will be  successfully
developed at all or over such timeline.

         2.6 Except as otherwise  provided  herein,  Research  shall be the sole
owner of any and all Products, patent rights, data, information,  inventions and
discoveries  generated as a result of the Research Program.  As owner,  Research
shall have the right, at its option and expense and through attorneys and agents
of its  choice,  to  prepare,  file and  prosecute  (including  any  proceedings
relating to reissues,  reexaminations,  protests, interferences and requests for
patent extensions or supplementary  protection certificates) in its own name any
patent applications with respect to any of the above owned by it and to maintain
any patents issued. In connection therewith, HealthCare agrees to cooperate with
Research at Research's  expense in the  preparation  and prosecution of all such
patent   applications  and  in  the  maintenance  of  any  patents  issued.  The
obligations  set forth in this  Section  2.6 shall  survive  the  expiration  or
termination of this Agreement.


                                       3
<PAGE>

         2.7 In the  event  that  HealthCare  becomes  aware  of any  actual  or
threatened  infringement  of any  Patent  Right of  Research,  HealthCare  shall
promptly  notify  Research,  and Research shall control alone the conduct of any
legal action or proceeding, and shall bear the actual costs and expenses of such
action.

3. Right of First Refusal and Right to Acquire the Products.

         3.1 Research  hereby grants to  HealthCare an exclusive  right of first
refusal (the "First  Refusal  Right") and a right to acquire  (the  "Acquisition
Right") the Products  during the Term and  throughout  the Territory as provided
hereinbelow. Notwithstanding any other provision in this Agreement, by virtue of
HealthCare's  payment of the Fee  (defined  in Section 4.1 below) to Research as
provided  herein,  HealthCare,  pursuant  to this  Agreement,  obtains the First
Refusal  Right  and  the  Acquisition  Right  to any  and  all  Products  for no
additional consideration/1/:

                  3.1.1 to develop, design, manufacture,  distribute, advertise,
publicize,  market and sell the Products,  for sale to retail customers  through
all channels of wholesale and retail distribution permitted hereunder; and

                  3.1.2 for reproduction on containers,  packaging,  display and
promotional  material  and in  advertising  and  advertising  materials  for the
Products.

         3.2  The  First  Refusal  Right  and the  Acquisition  Right  shall  be
exercised by HealthCare in accordance with the terms and conditions contained in
this Agreement.

         3.3 Term. The term of  HealthCare's  rights  pursuant to this Agreement
with respect to the First Refusal Right and the  Acquisition  Right (the "Term")
shall consist of the time period  commencing as of the Effective Date hereof and
ending on December 30, 2006.

         3.4  Territory.  The territory of  HealthCare's  rights  hereunder (the
"Territory")  consists of the world.

         3.5 The  First  Refusal  Right  and the  Acquisition  Right  as to each
Product shall be  exercisable  by  HealthCare  in accordance  with the following
procedure:

                  3.5.1 For any and all  Products,  HealthCare  shall be offered
the right of first  refusal to acquire the Products.  If  HealthCare  desires to
exercise its  Acquisition  Right  relative to any or all of the  Products,  then
HealthCare shall notify Research in writing.  Research shall  concurrently  make
available  to  HealthCare  at  Research's  premises  all  materials  then extant
regarding such Products, to the extent available.

                  3.5.2  HealthCare  shall thereafter have thirty (30) days from
the date of such notice to enter into a written agreement for acquisition of any
or all of the Products.

--------
1 In the event that HealthCare elects to acquire any or all of the Products, the
consideration passing from HealthCare to Research for said Products shall be the
payment of the Fee as provided herein.

                                       4
<PAGE>

         3.6 If HealthCare elects not to enter into an agreement with respect to
such  Products,  then Research  shall be free to negotiate  with and conclude an
agreement with any third party with respect to the rights that are  incorporated
in the First Refusal Right and the Acquisition Right.

4. Fee.

         4.1 On or about the 5th day of each month  beginning  on the  Effective
Date,  HealthCare shall pay Research the Fee (defined below) in exchange for the
First Refusal Right and the Acquisition  Right. The "Fee" shall be determined by
mutual  agreement  of the  board of  directors  of  HealthCare  and the RMC at a
meeting the date and time of which shall be determined the board of directors of
HealthCare.

                  a.  Fee  Reevaluation.On  an  annual  basis  beginning  on the
one-year  anniversary of the Effective Date and continuing  until this Agreement
is  terminated,  the Parties  hereto shall hold a meeting,  the purpose of which
shall be to discuss the Fee and  whether it should be  increased,  decreased  or
remain unchanged. All negotiations held pursuant to this Section 4.1.a. shall be
held in good faith.

         4.2 Within sixty (60) days of the end of the first calendar quarter and
thirty (30) days of the end of each calendar quarter  thereafter,  Research will
provide HealthCare with a report that details the research and development costs
for that quarter.

         4.3 Research  will provide  HealthCare,  within thirty (30) days of the
end of  each  calendar  quarter,  a good  faith  estimate  of the  research  and
development  costs for the next quarter.  Such estimate  shall be for accounting
purposes and shall not be binding.

         4.4 All  payments  to be made  under  this  Agreement  shall be made in
United  States  dollars in the United  States by wire transfer to a bank account
designated by the Party to be paid. In the event that any payment due under this
Agreement is not made when due, the payment shall accrue  interest from the date
due at the rate of seven  percent  (7%) per  annum;  provided,  that in no event
shall such rate exceed the maximum legal annual  interest  rate.  The payment of
such interest  shall not limit a Party from  exercising  any other rights it may
have as a consequence of the lateness of any payment.

         4.5 Research  will be  responsible  for all costs  associated  with the
Research Program.

5. Term, Termination.

         5.1 This  Agreement is in force as of the Effective  Date and shall end
on December 30, 2006.

         5.2 Either Party may  terminate  this  Agreement (so long as such Party
shall not have materially breached this Agreement and such breach shall not have
been cured) in the event of material breach by the other Party, if the breaching


                                       5
<PAGE>

Party fails to cure the breach  within  ninety (90) days of receiving  notice of
the breach from the non-breaching Party. Upon such cure, this Agreement shall be
deemed to be not terminated and to be in full force.

         5.3 Either  Party  shall  have the right to  terminate  this  Agreement
effective immediately in the event the other Party files a voluntary petition in
bankruptcy,  is  adjudicated  as bankrupt,  makes a general  assignment  for the
benefit  of  creditors,  admits  in  writing  that it is  insolvent  or fails to
discharge  within fifteen (15) days an involuntary  petition in bankruptcy filed
against it.

         5.4 The expiration or  termination of this Agreement  shall not relieve
the Parties of any obligation  accruing prior to such expiration or termination.
The representations and warranties  contained in this Agreement as well as those
rights and obligations contained in the terms of this Agreement,  which by their
intent or meaning have validity beyond the term of this Agreement, shall survive
the  termination or expiration of this  Agreement.  The provisions of Sections 6
and 7 shall survive the expiration or termination of this Agreement.  Any rights
and  obligations  which have accrued prior to  termination or expiration of this
Agreement in any respect shall survive such termination or expiration.

         5.5  Notwithstanding  any  other  provision  of  this  Agreement,  this
Agreement  shall  terminate upon the closing of a Change of Control  Transaction
(the  "Close").  For the  purposes  of this  Agreement,  a  "Change  of  Control
Transaction"  shall mean the occurrence of any of the following events:  (i) the
approval  by  shareholders  of  HealthCare  of  a  merger  or  consolidation  of
HealthCare  with any other  corporation,  other  than a merger or  consolidation
which  would  result  in  the  voting   securities  of  HealthCare   outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) more than fifty percent (50%) of the total voting power  represented  by
the  voting  securities  of  HealthCare  or such  surviving  entity  outstanding
immediately  after  such  merger  or  consolidation;  (ii) the  approval  by the
shareholders of HealthCare of a plan of complete liquidation of HealthCare or an
agreement for the sale or disposition by HealthCare of all or substantially  all
of  HealthCare's  assets;  (iii) any  "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the
"beneficial  owner"  (as  defined in Rule 13d-3  under  said Act),  directly  or
indirectly,  of securities of HealthCare  representing  50% or more of the total
voting power represented by HealthCare's then outstanding voting securities;  or
(iv) a change in the composition of the Board of directors, as a result of which
fewer than a majority  of the  directors  are  incumbent  birectors.  "Incumbent
Directors" shall mean directors who either (A) are directors of HealthCare as of
the date hereof, or (B) are elected, or nominated for election,  to the Board of
directors with the  affirmative  votes of at least a majority of those directors
whose  election  or  nomination  was not in  connection  with  any  transactions
described in subsections  (i), (ii), or (iii) or in connection with an actual or
threatened  proxy contest  relating to the election of directors of  HealthCare.
Provided,  however,  that notwithstanding any other provision in this Agreement,
any and all Products that,  prior to the Close,  (i) are still in the process of
being  developed,  reduced to practice or demonstrated  to have utility,  and/or


                                       6
<PAGE>

(ii) have not been  transferred  pursuant to an executed  assignment  of rights,
shall remain the exclusive property of Research.

6. Confidential Information.

         6.1 As used herein, the term Confidential Information means information
which relates to Products or their  development,  manufacture,  testing,  Agency
Approval,  pricing,  marketing,  sale or support and which is  disclosed  by one
Party hereto to the other, including, but not limited to, technical and business
information,  samples of  compounds,  the  structure  or  chemical  identity  of
compounds, the properties and utilities of compounds,  manufacturing procedures,
manufacturing  processes,   manufacturing  equipment,   plant  layouts,  product
volumes, quality control procedures, and quality control standards.

         6.2 Each Party shall retain Confidential Information of the other Party
in strict confidence and shall not, directly or indirectly,  publish or disclose
it to any Third Party,  or use  Confidential  Information  for any purpose other
than the purposes of this  Agreement  without the prior  written  consent of the
disclosing  Party.  Each  Party  agrees  it shall not  communicate  Confidential
Information   of  the   other   Party   except  to  its   employees,   advisors,
representatives  and  contractors  who have a need to know it.  Each Party shall
ensure that any employees,  advisors,  representatives  or  contractors  who are
placed in a position to learn Confidential Information will have been previously
made aware of the terms of this Agreement,  have employment  agreements or other
agreements obligating them to keep such information confidential consistent with
the terms of this  Agreement  and each Party  shall  indemnify  the other  Party
against the misuse of such Confidential Information by its employees,  advisors,
representatives or contractors.

         6.3 The  obligations of  confidentiality  and  nondisclosure  shall not
apply to Confidential Information which:

                  a. at the time of disclosure is in the public domain;

                  b. after disclosure  becomes part of the public domain through
no act or omission by the receiving Party;

                  c. as shown by written records or other competent proof was in
the possession of the receiving  Party prior to disclosure or development  under
this Agreement;

                  d.  is  rightly  received  by  the  receiving  Party,  without
obligation  of  secrecy,  from a Third  Party who was  entitled  to receive  and
transfer such;

                  e. as shown by  written  records or other  competent  proof is
independently  developed by employees  of the  receiving  Party who did not have
access to Confidential Information; or


                                       7
<PAGE>

                  f. a Party hereto is compelled to disclose by a court or other
tribunal of competent jurisdiction. In this case, the compelled Party shall give
the  disclosing  Party  prompt  notice so that the  disclosing  Party can seek a
protective  order,  and shall  exercise  reasonable  efforts to ensure  that the
information is accorded confidential treatment by the court or other tribunal.

         6.4  Termination  of this  Agreement  or any  other  agreement  between
HealthCare  and Research  shall not affect the secrecy and  restrictions  on use
obligations   under  this  Section  which  shall  survive   indefinitely.   Upon
termination  of  this  Agreement,  the  receiving  Party  shall  return  to  the
disclosing Party or destroy any Confidential Information in tangible form in its
possession,  except that the  receiving  Party  shall not  destroy  Confidential
Information required to be retained in order to comply with applicable law, rule
or regulation.

         6.5 The  receiving  Party shall also be entitled to disclose  the other
Party's  Confidential  Information  (i)  that is  required  to be  disclosed  in
compliance with applicable laws or regulations  (including,  without limitation,
to comply with Securities and Exchange Commission,  in accordance with Generally
Accepted Accounting Principles, or stock exchange disclosure requirements) or by
order of any governmental body or a court of competent jurisdiction; (ii) as may
be  necessary  or  appropriate  in  connection  with  the  enforcement  of  this
Agreement;  (iii) as required in furtherance of a Party's obligations under this
Agreement; (iv) as may be necessary to Third Parties in connection with business
transactions with the Parties,  provided, that such Third Parties shall be bound
by  a  confidentiality  agreement  obligating  them  to  keep  such  information
confidential consistent with the terms of this Agreement; (v) as may be required
otherwise  provided that a Party give the other Party an outline of the material
to be disclosed and such other Party shall consent to such disclosure;  and (vi)
as may be  necessary  for the conduct of clinical  studies;  provided,  that the
Party required to disclose such information  shall use  Commercially  Reasonable
Efforts to obtain  confidential  treatment of such  information by the agency or
court or other disclosee to the maximum permitted extent under law, and that, in
the case of  disclosures  under (i) shall provide the other Party with a copy of
the proposed  disclosure in sufficient time to allow  reasonable  opportunity to
comment thereon.

         6.6 Each Party  shall be  entitled,  in  addition to any other right or
remedy it may have, at law or in equity,  to an injunction,  without the posting
of any bond or other security, enjoining or restraining any other Party from any
violation or threatened violation of this Section.

7. General Terms & Conditions.

         7.1  Representations  and Warranties.  Each Party hereby represents and
warrants to the other Party as follows:

                  a.  Such  Party  is (i) a  corporation  or  limited  liability
company  ("LLC"),  as the case may be, duly organized,  validly  existing and in
good standing under the laws of the state in which it is organized, (ii) has the


                                       8
<PAGE>

corporate or LLC power and  authority and the legal right to own and operate its
property and assets,  to lease the property and assets it operates  under lease,
and to carry on its  business  as it is now  being  conducted,  and  (iii) is in
compliance  with all  requirements  of applicable law, except to the extent that
any  noncompliance  would not have a  material  adverse  effect on such  Party's
ability to perform its obligations under this Agreement.

                  b. Such Party (i) has the corporate or LLC power and authority
and the legal right to enter into this Agreement and to perform its  obligations
hereunder,  and (ii) has taken all necessary corporate or LLC action on its part
to authorize the execution and delivery of this Agreement and the performance of
its obligations  hereunder.  This Agreement has been duly executed and delivered
on behalf of such Party,  and constitutes a legal,  valid,  binding  obligation,
enforceable against such Party in accordance with its terms.

                  c. All necessary consents, approvals and authorizations of all
governmental authorities and other persons required to be obtained by such Party
in connection  with the  execution,  delivery and  performance of this Agreement
have been and shall be obtained to the extent possible.

                  d. Notwithstanding anything to the contrary in this Agreement,
the execution and delivery of this Agreement and the performance of such Party's
obligations  hereunder  (i) do not conflict with or violate any  requirement  of
applicable  laws  or  regulations  or any of the  terms  of its  certificate  of
incorporation or by-laws or LLC agreement and (ii) do not and shall not conflict
with, violate or breach or constitute a default or require any consent under any
contractual obligation of such Party.

         7.2 Applicable Law/Jurisdiction.

                  This Agreement is  acknowledged to have been made in and shall
be construed,  governed,  interpreted and applied in accordance with the laws of
the State of Florida,  without giving effect to its conflict of laws provisions;
any disputes under this Agreement shall be subject to the exclusive jurisdiction
and venue of the Florida state courts and the Federal courts located in Florida,
and the Parties  hereby consent to the personal and exclusive  jurisdiction  and
venue of these  courts.  Each party hereby waives its rights to a jury trial for
all disputes hereunder.

         7.3 No Waiver.

                  The failure of either Party to assert a right  hereunder or to
insist upon  compliance  with any term or condition of this Agreement  shall not
constitute  a waiver of that  right or excuse a similar  subsequent  failure  to
perform any such term or condition by the other Party.


                                       9
<PAGE>

         7.4 Assignment.

                  Except as expressly provided herein,  neither Party may assign
any of its rights or  delegate  any of its  duties  pursuant  to this  Agreement
without the prior written consent of the other Party, except (but subject to the
prior  written  consent  of  the  other  Party,   which  consent  shall  not  be
unreasonably withheld) to affiliates and parent companies and to any Third Party
that assumes  ownership or control of all or substantially  all of the assigning
Party's  business;  provided that such assignment shall not release the assignor
of its obligations and liabilities hereunder.

         7.5 Severability.

                  If any  provision  of this  Agreement is held to be invalid or
unenforceable,  all other provisions will continue in full force and effect, and
the Parties will substitute for the invalid or  unenforceable  provision a valid
and enforceable provision which conforms as nearly as possible with the original
intent of the Parties.

         7.6 Independent Contractor.

                  Nothing  contained  in  this  Agreement  shall  be  deemed  to
constitute a partnership or joint venture between Research and HealthCare, or to
constitute  one as the agent of the  other.  Both  Parties  shall act  solely as
independent  contractors,  and nothing in this  Agreement  shall be construed to
give either Party the power or authority,  express or implied, to act for, bind,
or commit the other Party.

         7.7 Entire Agreement.

                  The Parties  acknowledge  that this  Agreement  sets forth the
entire Agreement and understanding, commitment and undertaking (oral or written)
of the Parties as to the subject  matter  hereof.  This Agreement may be amended
only by a written document signed by authorized representatives of both Parties.
No Party shall have the right to offset or reduce any amount  payable under this
Agreement as a result of any other agreement between the Parties hereto or their
affiliates.

         7.8 Notices.

                  Any payment,  notice or other  communication  pursuant to this
Agreement shall be sufficiently  made or given on the date of mailing if sent to
such Party by facsimile on such date,  with paper copy being sent by first class
mail, postage prepaid, or by next day express delivery service,  addressed to it
at its address  below (or such address as it shall  designate by written  notice
given to the other Party).

                  In the case of Research:

                  SinoFresh Research Laboratories, LLC
                  516 Paul Morris Drive
                  Englewood, FL 34223


                                       10
<PAGE>

                  In the case of HealthCare:

                  SinoFresh HealthCare, Inc.
                  516 Paul Morris Drive
                  Englewood, FL 34223

                  with a copy to:

                  David M. Otto, Esq.
                  The Otto Law Group, PLLC
                  900 Fourth Avenue, Suite 3140
                  Seattle, WA 98164

         7.9 Alternative Dispute Resolution Provision.

                  a.  The  Parties  recognize  that a bona  fide  dispute  as to
certain  matters may arise from time to time  during the term of this  Agreement
which may relate to either  Party's  rights and/or  obligations  hereunder.  The
Parties  agree  that they  shall use all  reasonable  efforts  to  resolve in an
amicable manner, any dispute which may arise.

                  b. If the Parties are unable to resolve  such  dispute  within
thirty  (30) days,  either  Party may, by notice to the other  Party,  have such
dispute  referred to the respective  nominees of the parties  designated  below.
Such  nominees  shall  attempt to  resolve  the  referred  dispute by good faith
negotiations  within  thirty  (30)  days  after  such  notice is  received.  The
designated  nominees are the  President  for  Research  and the Chief  Executive
Officer for HealthCare.

                  c. If the  designated  nominees  are not able to resolve  such
dispute  within such thirty (30) day  period,  then the Parties  shall  select a
mediator to aid them in resolving such dispute.  If both Parties do not agree to
pursue  mediation  or,  pursuant to such  mediation,  the Parties do not resolve
their  dispute,  the Parties  shall at such time initiate  arbitration  with the
American  Arbitration  Association,  by three  arbitrators,  with one arbitrator
mutually agreed to by each of Research and HealthCare,  and the third arbitrator
selected  by such  arbitrators.  The  arbitration  proceedings  shall be held in
Florida.

                  d.  Notwithstanding  the above, the complaining Party reserves
the right to seek  injunctive  relief  or other  relief,  in court of  competent
jurisdiction, if, at its election, the complaining Party believes that immediate
relief is necessary to protect its business interest.


         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.



                                       11
<PAGE>

RESEARCH:

SINOFRESH RESEARCH LABORATORIES, LLC



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



HEALTHCARE:

SINOFRESH HEALTHCARE, INC.



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



                                       12