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                                                                  Exhibit 10.13


                                LEASE AGREEMENT

         THIS LEASE AGREEMENT ("Lease Agreement") is made and entered this
April day of 1st, 2003, by and between DUPONT & FUST REAL-ESTATE VENTURES, LLC,
a Florida limited liability company, as "Lessor," and SINOFRESH HEALTHCARE,
INC., a Florida corporation, as "Lessee."

                                  WITNESSETH:

         WHEREAS, Lessee desires to Lease the real property more particularly
described as an office and warehouse comprising a ten thousand (10,000) square
foot area located at 516 Paul Morris Dr., Englewood, Florida 34223 ("Leased
Premises"), as more fully described in Exhibit A attached hereto, from the
Lessor and the Lessor desires to lease the Leased Premises to Lessee; and

         WHEREAS, the Lessor and Lessee desire to set forth in writing the
terms and conditions of such lease arrangement.

         NOW, THEREFORE, in consideration of the foregoing and the covenants
herein contained, it is agreed as follows:

         1.       Leased Premises and Term. Lessor hereby leases, lets and
demises unto Lessee, and Lessee hereby rents of and from Lessor, the Leased
Premises. The initial leasehold term of Lessee shall commence as of 12:01 a.m.
on the Effective Date, and shall extend until 11:59 p.m. on March 31, 2008. The
initial term may be renewed for up to two (2) successive five (5) year terms.
In the event this Lease is terminated at the end of any such term, the Lessee
shall promptly vacate the Leased Premises at the conclusion of such term.

         2.       Amount of Rent. In consideration of the rights granted to
Lessee hereunder, Lessee shall and hereby agrees to pay to Lessor at 512
Valencia Rd., Venice, Florida 34292, monthly rent in the amount of Five
Thousand Nine Hundred Ninety Eight and No/100 Dollars ($5,998.00) payable in
advance commencing the Effective Date and continuing on the first day of each
month thereafter until the end of the applicable term. The monthly rental due
during the term of this lease and during any renewal term hereunder shall
increase by four percent (4%) per annum, over the monthly rental charged for
the last month of the immediately preceding lease terms. Any such increase
shall become effective on the first day of the first renewal term and shall be
increased annually thereafter. Tenant shall also pay monthly all applicable
sales taxes due on such rental payments. If any payment of monthly rent due
hereunder shall be more than five (5) days late, lessee shall owe, in addition
to the amount of rent due hereunder, a late fee in the amount of thirty dollars
($30.00) per day calculated from the original due date of the rental payment
until lesser receives payment in fill of the rent and the late fee.


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         3.       Lessee's Alterations. Lessee shall not make any alterations,
improvements or changes to the Leased Premises without the prior written
consent of the Lesser, which consent shall be in the sole and absolute
discretion of the Lesser.

         4.       Use of the Leased Premises. Lessee agrees that it shall use
the Leased Premises only as an office and warehouse (for the storage of
noncombustible, nontoxic, and non-hazardous goods), and all related and
ancillary uses, and such other uses as Lesser, in its sole and absolute
discretion, shall from time to time approve. Tenant shall make no unlawful or
offensive use of the premises and shall abide by all statutes, ordinances,
rules or regulations of any governmental authority that may be applicable to
the operation of the commercial business permitted by the Lease. Lessee shall
not do or permit to be done any act or thing that may constitute a nuisance or
which may void or make avoidable any insurance of such premises against fire or
other hazards or may result in increased or extra premiums for any insurance.

         5.       Lessee to Pay All Real Estate Taxes and Owner's Maintenance
Fees and Assessment. Lessee shall pay all real estate taxes and property owner
association maintenance fees and assessments levied or charged against the
Leased Premises. Lessee shall bear and pay at its sole cost and expense all
charges for water, sewer, gas, heat, electricity, telephone and all other
utility services used or supplied to or in connection with Lessee's use of the
Leased Premises. Lessee shall pay upon receipt of the bill therefore any and
all maintenance and repairs hereinafter required. Lessee shall maintain
insurance covering fire and extended coverage insurance on the Leased Premises
as provided in Section 8 below. Such coverage, if required, shall at a minimum
provide coverage of not less than the then applicable replacement cost of the
Leased Premises.

         6.       Maintenance, Repairs, and Improvements. During the term of
this Lease, Lessor shall maintain and repair the parking lot, yard and exterior
of the building of the Leased Premises, but Lessor shall have no obligation to
make any other repairs or to maintain any other portion of the Leased Premises.
Lessee accepts such premises "as is" on the commencement date of this Lease. If
Lessor elects to make any repairs or improvements to the Leased Premises, the
rent as discussed in Section 2 hereof may be increased in proportion to the
amount the Leased Premises have increased in value because of such repairs or
improvements.

                  Except as otherwise provided herein, Lessee agrees to keep
and maintain the Leased Premises and all equipment and appurtenances affixed or
used in connection with the Leased Premises in good and substantial repair and
to make all repairs promptly when needed so as to maintain the Leased Premises
in the same condition and state of repair as existed at the commencement of
this Lease. Lessee further agrees at its own cost and expense to comply with
all orders, rules, regulations and requirements of every kind and nature
relating to the Leased Premises, now or hereinafter in force and effect, of the
Federal, State, Municipal or other governmental authorities, applicable to
Lessee's use and occupancy thereof. Lessee agrees to indemnify and save
harmless the Lessor from and against any and all judgments, decrees, penalties,
costs and expenses, by reason of any non-compliance.

         7.       Liens. Each party hereto agrees that it will make full and
prompt payment of all sums necessary to pay for the cost of all constructions,
installations, repairs, alterations, improvements or other work done by it to
the Leased Premises to the end that neither party shall


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<PAGE>
be required to pay or have its property or rights subjected to claims for sums
the payment of which are the responsibility of the other party. Each party
agrees to indemnify and save harmless the other party from and against any and
all claims arising out of or connected with work or improvements, the cost of
which is the responsibility of such party and against any and all mechanic's,
materialmen's or laborer's liens asserted incident to such work or the cost
thereof against any property or interest of such party. Notwithstanding
anything appearing in this Lease, the interest of each party in the Leased
Premises shall not be subject to liens for improvements or work made or done by
such party whether or not same shall be made or done in accordance with an
agreement between Lessor and Lessee, and it is agreed that in no event shall
either party or the interest of either party in any of the Leased Premises be
liable for or subjected to any mechanics', materialmen's or laborers' liens for
improvement or work made or done by the other party and this Lease expressly
prohibits the subjecting of the interest of either party in the Leased Premises
to any mechanics', materialmen's or laborers' liens for improvements made by
the other party or for which the other party is responsible for payment under
the terms of this Lease and all persons dealing with Lessor or Lessee are put
on notice of these provisions. In the event any notice or claim of lien shall
be asserted of record against the interest of the Lessee or Lessor in the
Leased Premises on account of or growing out of any improvement of work made or
done by the other party claiming by, through or under the other party or for
improvement or work the cost of which is the responsibility of the other party
then the party who had such improvement made or work done agrees to have such
notice or claim of lien canceled and discharged of record as a claim against
the interest of the other party in the Leased Premises (either by payment and
satisfaction or by removal by transfer to bond or deposit as permitted by the
Laws of Florida) within thirty (30) days alter notice. In the event the Lessee
fails to do so, Lessee shall be considered in default under this Lease with
like effect as if Lessee shall have failed to pay a rental payment when due and
within any applicable grace period provided for payment of it. In the event the
Lessor fails to have such lien discharged within thirty (30) days, Lessee shall
have the right to discharge such lien and deduct the payment made from the next
payments of rent due hereunder.

         8.       Lessee's Insurance.

                  a.       The Lessee shall at all times keep in full force and
effect owner's, Lessor's and Lessee's public liability insurance for the
benefit of the Lessee and the Lessor, showing the Lessor as an additional
insured with minimum limits of one million dollars ($1,000,000.00) for each
person injured, one million dollars ($1,000,000.00) per accident, and five
hundred thousand dollars ($500,000.00) for property damage.

                  b.       Evidence satisfactory to the Lessor that the
insurance coverages required hereunder are in effect shall be furnished by
Lessee to the Lessor upon execution of this Lease Agreement. The insurance
policies shall be paid for by the Lessee and proof of such payment filed with
the Lessor. Each insurance policy shall contain provisions to the effect that
they are non-cancelable except upon thirty (30) days prior written notice to
the Lessor. The Lessee agrees to renew said policies from time to time and
furnish evidence of such renewal or equivalent new insurance and proof of
payment thereof to the Lessor not less than fifteen (15) days prior to the
expiration of any of said policies.


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<PAGE>
                  c.       In the event of an insured loss, it is agreed by the
parties that the proceeds of the insurance will be promptly applied to the
repair or reconstruction of the affected structure or structures.

         9.       Rebuilding and Repairing after Damage. Subject to the terms,
conditions and requirements of any first mortgage now or hereafter affecting
the Leased Premises, if during the term of this Lease the Leased Premises or
any portion thereof shall be damaged by fire or other casualty, the Lessee
shall give immediate notice to Lessor of such occurrence and Lessor agrees
that:

                  a.       In the event no more than twenty-five percent (25%)
of the replacement value of the total improvements erected on the Leased
Premises are destroyed or otherwise made unleaseable by such fire or other
casualty, Lessor shall with all due diligence restore and rebuild the damaged
portions of the improvements so that alter such restoration and rebuilding the
improvements shall be substantially the same as prior to the fire or other
casualty; or

                  b.       In the event more than twenty-five percent (25%) of
the replacement value of the total improvements erected on Leased Premises
shall have been destroyed by such fire or other casualty, Lessor shall have the
option of restoring and rebuilding or not. The option of Lessor to restore or
not shall be exercised by giving Lessee written notice of its intentions within
thirty (30) days of notification by Lessee to Lessor of the occurrence of the
fire or other casualty. In the event Lessor elects to restore and rebuild it
shall proceed with due diligence so that after such restoration and rebuilding
has been completed, the improvements will be substantially as prior to the
occurrence of the fire or other casualty. If Lessor shall elect not to restore
and rebuild, the Lessee may immediately terminate this Lease by notice in
writing to Lessor, which notice shall be effective as of the date of the fire
or other casualty, and upon the mailing of such notice by Lessee to Lessor,
this Lease shall be deemed terminated and of no further force or effect.

                  If pursuant to subparagraph a. or b. of this paragraph 9
Lessor elects to restore and rebuild or is required to restore and rebuild,
Lessor shall do so as its sole cost and expense. If the proceeds of all
available insurance shall be insufficient to fully pay the cost of restoring
and rebuilding, the Lessor shall provide the difference. If there is a surplus,
such surplus shall belong to Lessor.

                  If such damage or destruction results in the suspension of
the operation of Lessee's business in the Leased Premises, the minimum rental
and other payments required to be made by Lessee hereunder shall be abated
until the repair, restoration or rebuilding of the improvements has been
completed plus the period of time, not exceeding thirty (30) days, required by
Lessee for the replacement and repair of its trade equipment, fixtures and
furnishings, but such period of abatement shall in no event cover any period of
time during which Lessee shall be open for business. Lessor agrees to complete
such repair, restoration or rebuilding with all convenient speed and dispatch,
subject only to delays or causes beyond Lessor's control and not the result of
Lessor's default or neglect (including delays caused by the existence of war or
hostilities, governmental restrictions, strikes, lockouts, unavailability of
materials or labor, Acts of God or a public enemy, riots or other civil
commotion, fire or other


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unavoidable casualty or calamity and the like and any other causes beyond the
reasonable control of the Lessor).

         10.      Inspection by Lessor. The Lessor and its agents shall have
the right to enter upon the Leased premises at reasonable times during the term
of this Lease for the purpose of inspections or of making any repairs it
desires to make, but this right shall not imply an obligation to make repairs
for which Lessor is not responsible under the other provisions of this Lease.

         11.      Quiet Enjoyment. Lessor covenants that so long as Lessee pays
the rentals reserved in this Lease and performs the covenants, agreements, and
conditions on the part of the Lessee to be performed and observed hereunder the
Lessee shall have the right to quietly enjoy and use the Leased Premises for
the term of this Lease, subject only to the provisions herein set forth.

         12.      Cleanliness of Premises. Lessee agrees that it will keep the
Leased Premises and the entrances and exits thereto, the walkways adjacent to
same, and the lawn and other common areas, clean and free from rubbish, trash
and debris to the extent feasible and as required by any insurance company
issuing policies upon the Leased Premises.

         13.      Assignment - Subletting. Lessee may not assign, sublet,
mortgage or otherwise encumber or dispose of this Lease or any interest therein
without Lessor's prior consent. If this Lease is assigned, transferred or
sublet in any manner whatsoever, other than an assignment of all of Lessee's
right, title and interest in and to the Leased Premises for the entire
unexpired period hereof along with title to the improvements, furnishings and
fixtures owned by Lessee to an assignee who executes in writing an assumption
of this Lease, such partial assignment, transfer or subletting shall be upon
and subject to all of the terms, provisions, covenants and conditions contained
in this Lease and, notwithstanding any consent by Lessor to any such partial
assignment, transfer, or subletting, Lessee shall continue to be and remain
liable hereunder.

                  If with Lessor's consent this Lease is partially assigned or
the Leased Premises or any part thereof underlet or occupied by anybody other
than Lessee, Lessor may, after default by Lessee, collect rent from the
assignee, under Lessee or occupant and apply the net amount collected to the
rent herein reserved, but no such partial assignment, under letting, occupancy
or collection shall be deemed a waiver or a release of Lessee from the further
performance by Lessee of covenants on the part of Lessee herein contained.

         14.      Default.

                  a.       In the event Lessee shall fail to pay rent as
provided herein within five (5) days after each such payment is due, or full to
comply with any of the other terms and conditions of this Lease after it has
received ten (10) days notice of default from the Lessor, or if Lessee shall
become the subject of a voluntary or involuntary filing of bankruptcy, or if a
receiver shall be appointed for Lessee, or if, without Lessor's prior written
consent, a party other than Lessee shall take possession of all or a part of
the Leased Premises (an "Event of Default"), Lessor shall have the option to
terminate this Lease and immediately, at any time thereafter, re-enter and


                                       5
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resume possession of the premises and remove all persons and property there
from, without being liable for any damage therefore. No re-entry by Lessor
shall be deemed an acceptance of a surrender of this Lease.

                  In the event this Lease is terminated, Lessor shall have the
following options with respect to amounts due hereunder:

                           (i)      Lessor may consider this Lease terminated
and waive all rights to any further rents or other amounts due hereunder.

                           (ii)     Lessor may continue to collect further
payments hereunder without waiving its rights under (i) above.

                           (iii)    Lessor may declare the entire rent for any
remaining term of this Lease shall become immediately due and payable.

                  Lessor may attempt to re-let the premises to a new Lessee and
at a rental and upon terms acceptable to Lessor in its sole discretion. In the
event Lessor does re-let the premises, then the amount due Lessor under (i) or
(ii) above shall be reduced by the amounts collected by Lessor.

                  b.       Notwithstanding Section a. above, in the event of
any default hereunder, Lessor shall have all remedies available at law or in
equity, including the right of specific performance. Lessor shall have a lien
upon all goods, chattels or personal property of any description belonging to
Lessee which are placed in or become a part of the Leased Premises, as security
for rent due and to become due for the remainder of the Lease term, which lien
shall not be in lieu of or in anyway affect any statutory Lessor's lien given
by law, but shall be cumulative thereto.

                  c.       Lessee covenants that upon the expiration,
termination or cancellation of this Lease, whether by lapse of time or
otherwise, it will at once peaceably and quietly deliver up to Lessor all of
the Leased Premises, including all buildings and improvements thereon, in as
good state and condition as reasonable use, wear and tear and natural
depreciation will be permitted. Nothing in this paragraph shall be construed to
relieve or release the Lessee from any of its obligations for maintenance and
repair under the terms of this Lease or from any of its other obligations
hereunder.

                  d.       In the event Lessee shall fail to provide or pay for
insurance required hereby to be paid for or provided by Lessee or shall fail to
construct, install and pay for improvements in the Leased Premises in
accordance with its obligations under the terms of this Lease or shall fail to
pay other charges or otherwise default in its obligations hereunder in such a
manner which, in the determination and discretion and of the Lessor would
operate to affect, depreciate or diminish the property rights of the Lessor or
the interest of the Lessor in this Lease, then the Lessor may, at its option,
without thereby waiving the default of the Lessee, make any payment or perform
any such obligation of the Lessee, and all expenditures made by the Lessor in
that regard shall draw interest at the rate often percent (10%) per annum and
the amount of such expenditures and interest thereof shall be repaid to the
Lessor by the Lessee within five (5)


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days after notice is given to Lessee and the failure so to make such repayment
shall constitute an Event of Default on the part of the Lessee.

                  e.       In the event the Lessee at any time during the term
of this Lease Agreement should suffer or permit an involuntary or voluntary
petition in bankruptcy to be filed by Lessee or against it or make any
assignment for the benefit of its creditors, or should a receiver or trustee be
appointed for the Lessee's property and such appointment be not vacated within
thirty (30) days thereafter, or such petition be not vacated within a like
time, or should the Lessee's leasehold interest be levied upon and the lien
thereof not discharged within thirty (30) days after said levy has been made,
then upon the happening of either of said events, the same shall be deemed an
Event of Default.

         15.      Condemnation.

                  a.       Total: If the whole of the Leased Premises shall be
acquired or taken by eminent domain for any public or quasi-public use or
purpose then this Lease and the term herein shall cease and terminate as of the
date of title vesting in such proceeding.

                  b.       Partial: If any part of the Leased Premises or
parking areas shall be taken as aforesaid, and such partial taking shall render
that portion not so taken unsuitable for the business of Lessee, then this
Lease and the term herein shall cease and terminate as aforesaid. If such
partial taking is not extensive enough to render the premises unsuitable for
the business of Lessee, then this Lease shall continue in effect except that
the minimum rent shall be reduced in the same proportion that the floor area of
the Leased Premises taken bears to the original floor area demised and Lessor
shall, upon receipt of the award in condemnation, make all necessary repairs or
alterations to the building in which the Leased Premises are located so as to
constitute the portion of the building not taken a complete architectural unit.

                  c.       If more than twenty percent (20%) of the floor area
of the building on the Leased Premises shall be taken as aforesaid, Lessor or
Lessee, may be written notice to the other party, terminate this Lease, such
termination to be effective as aforesaid.

                  d.       If this Lease is terminated as provided in this
paragraph, the rent shall be paid up to the day that possession is so taken by
public authority and Lessor shall make an equitable refund of any rent paid by
Lessee in advance.

                  e.       Lessee shall have the right to claim from the
condemner such compensation as may be recoverable by Lessee in its own right
for damage to Lessee's business, fixtures and improvements installed by Lessee
at its own expense.

         16.      Summary Remedies. To enforce any right or remedy herein
provided or given by law the Lessor may pursue any and all statutory or summary
proceedings applicable in the State of Florida, as between Lessor and Lessee,
but in employing such proceedings Lessor shall be bound by any and all
provisions of this Lease.

         17.      Deposits and Advances. Any funds transferred by Lessee to
Lessor as a deposit or advance pursuant to the terms of this Lease Agreement,
or any exhibit, addendum or modification hereto, may be commingled with other
finds of Lessor and need not be placed in


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trust, deposited in escrow or otherwise held in a segregated account, or in any
interest bearing account. In addition, if any sum or sums of money shall become
payable by Lessee to Lessor pursuant to the terms of this agreement, or any
exhibit, addendum or modification hereto, or by any law, ordinance or
regulation affecting this Agreement, Lessor shall have the right to apply any
deposits or advances theretofore made by Lessee against such sums due by Lessee
to Lessor.

         18.      Indemnification. Lessee agrees to indemnify and save Lessor
harmless from and against any and all claims and demands (except such as result
from the negligence of Lessor or its agents, contractors, servants or
employees) for, or in connection with, any accident, injury or damage
whatsoever caused to any person or property arising directly or indirectly, out
of the business conducted in the Leased Premises or occurring in, on or about
the Leased Premises or any part thereof or on the sidewalks adjoining the same,
or arising from any act or omission of Lessee or any concessionaire or
subLessee or their respective licenses, servants, agents, employees or
contractors, and from and against any and all costs, expenses and liabilities
incurred in connection with any such claim or proceeding brought thereon.

         19.      Rights Reserved to Lessor. The Lessor reserves the rights:

                  a.       to display "For Rent" signs at the Leased Premises
and advertise such premises for Lease during the last sixty (60) days of the
Lease term;

                  b.       to exhibit the Leased Premises to others upon
reasonable notice to Lessee so long as such action shall not disturb the
business of Lessee; and

                  c.       to enter onto the Leased Premises during normal
business hours upon reasonable notice to promulgate reasonable rules and
regulations with regard to the Leased Premises from time to time.

         20.      Compliance with Covenants. Should the Lessor or Lessee fail
to comply with any of the terms, covenants and conditions contained in the
Lease on the part of the Lessor or Lessee to be kept and performed, the Lessor
or Lessee may, after thirty (30) days notice to the other, comply therewith,
but Lessor or Lessee shall not be obligated so to do, and the cost of such
compliance shall be payable upon demand to the performing party.

         21.      Successors and Assigns. The covenants, terms, conditions and
provisions of this Lease shill be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
assigns, except when the language of this Lease expresses a different intent.

         22.      Relationship of Parties. Nothing contained in this Lease
Agreement shall be deemed or construed by the parties hereto or by any third
party to create the relationship of principal and agent or of partnership or of
joint venture or of any association whatsoever between Lessor and Lessee, it
being expressly understood and agreed that neither the method of computation of
Rent nor any of the other provisions contained in this Lease Agreement nor any
act or acts of the parties hereto shall be deemed to create any relationship
between Lessor and Lessee other than the relationship of Lessor and Lessee.


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         23.      Governing Laws. The laws of the State of Florida shall govern
the validity performance, and enforcement of this Lease Agreement.

         24.      Notices. Whenever under this Lease Agreement a provision is
made for any demand, notice or declaration of any kind or where it is deemed
desirable or necessary by either party to give or serve any such notice,
demand, or declaration to the other, it shall be in writing sent by certified
or registered mail, return receipt requested with postage prepaid, as follows:
If to the Lessor, then to: DUPONT & FUST REAL-ESTATE VENTURES LLC, 512 Valencia
Road, Venice, Florida 34292, Attention: Manager; if to the Lessee, then to:
SinoFresh HealthCare, Inc., 515 Paul Morris Drive, Englewood, Florida 34223;
and, in all cases, with a copy to: Kirk Pinkerton, 720 South Orange Avenue,
Sarasota, Florida 34236, Attention: David M. Silberstein, Esq. If the mailing
address of either party changes during the period of the Lease term,
notification thereof shall be furnished by such party to the other.

         25.      WAIVER OF JURY TRIAL. BOTH PARTIES AGREE THAT, SHOULD
LITIGATION ENSUE CONCERNING INTERPRETATION OF THIS LEASE AGREEMENT OR DISPUTES
IN ANY WAY RELATED TO THIS LEASE AGREEMENT, THEY WILL WAIVE THEIR RIGHT TO A
JURY TRIAL AND INSTEAD PROCEED BEFORE ONLY THE JUDGE.

         26.      Savings Clause. The invalidity or unenforceability of any
provision of this Lease Agreement shall not affect or impair the validity of
any other provision.

         27.      Right to Sell, Sale of Lease. Should Lessor sell, assign, or
convey the title to the Leased Premises, Lessee shall be obligated to Lessor's
successor in title and shall be required to maintain adherence to the
conditions and requirements of this Lease Agreement. Upon the sale, assignment
or conveyance of the title to the Leased Premises, Lessor shall thereupon be
automatically released from all liability with respect to the covenants and
obligations of the Lessor thereafter occurring; but such covenants and
obligations shall be binding upon each new owner of the Leased Premises for the
respective periods during which each shall be owner of the Leased Premises. In
the event Lessee 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 Lessee agrees to ensure that the transferee or surviving company
is bound by provisions of this Agreement.

         28.      Radon Gas. Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it overtime. Levels of radon
that exceed Federal and State guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your County Public Health Unit.

         29.      Additional Special Provisions.

                  a.       Lessor shall maintain duplicate keys to the outside
doors of the Leased Premises Lessee shall not change the locks without
providing a duplicate master key to Lessor.

                  b.       Lessee agrees that it will not overburden the
electrical and air conditioning systems servicing the Leased Premises.


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                  c.       Lessee has inspected the Leased Premises and accepts
same in their current "as-is" condition, with no obligation of Lessor to now or
hereafter undertake any corrective or remedial actions regarding the Leased
Premises.

         30.      Waiver or Estoppel. The failure of Lessor to insist, in any
one or more instances, upon strict performance of any covenants or agreements
of this Lease Agreement, or exercise any option of Lessor herein contained,
shall not be construed as a waiver or relinquishment for the future of such
covenant, agreement or option, but the same shall continue and remain in full
force and effect. Receipt of Rent by Lessor, with knowledge of the breach of
any covenant or agreement hereof, shall not be deemed a waiver of such breach
and no waiver by Lessor of any provision hereof shall be deemed to have been
made unless expressed in writing and signed by Lessor.

         31.      Entire Agreement. This Lease Agreement and the Exhibits
attached hereto, and forming a part hereof set forth all of the covenants,
promises, agreements, conditions, and understandings between Lessor and Lessee
governing the demised Leased Premises. There are no covenants, promises,
agreements, conditions and understandings, either oral or written, between them
other than those herein set forth. Except as herein provided, no subsequent
alterations, amendments, changes or additions to this Lease Agreement shall be
binding upon the Lessor and Lessee unless and until reduced to writing and
signed by both parties. Submission of this instrument by Lessor to Lessee for
examination shall not bind Lessor in any manner, and no lease, contract,
option, agreement to lease or other obligation of Lessor shall arise until this
instrument is signed by Lessor and delivered to Lessee.

         32.      Collection Costs; Attorney's Fees. If Lessor hereunder shall
incur any costs to enforce the terms of this Lease, or to collect any payment
or other moneys due from Lessee hereunder, Lessee agrees that Lessee shall be
liable to pay all costs and expenses incurred by Lessor in such collection
effort (including reasonable attorney's fees and paralegal fees).

         IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals the day and year first written above.


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                                        LESSOR:

Witnesses:                              DUPONT & FUST REAL-ESTATE VENTURES,
                                        LLC, a Florida limited liability
                                        company

/s/ Lenore E. Aspery                    By:  /s/ P. Robert DuPont
                                             P. Robert DuPont, Manager

/s/ Mary H. Jordan

STATE OF FLORIDA        )

COUNTY OF SARASOTA      )

         I HEREBY CERTIFY that on this 12th day of February, 2003, before me,
an officer duly authorized in the State aforesaid and in the County aforesaid
to take acknowledgments, personally appeared P. Robert DuPont as Manager of
DUPONT & FUST REAL-ESTATE VENTURES, LLC, a Florida limited liability company,
on behalf of the company, who is personally known to me or has produced
driver's license as identification.


                                /s/ Mary H. Jordan
                                Notary Public
                                Print Name: /s/ Mary H. Jordan

                                My commission expires:
                                                       ------------------------


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<PAGE>
                                LESSEE:

Witnesses:                      SINOFRESH HEALTHCARE, INC., a Florida limited
                                liability company

/s/ Lisa G. O'Neill             By: /s/ Bruce Harmon

---------------------------         -------------------------------------------
                                    Its: Controller

STATE OF FLORIDA        )

COUNTY OF SARASOTA      )

         I HEREBY CERTIFY that on this 12th day of February, 2003, before me,
an officer duly authorized in the State aforesaid and in the County aforesaid
to take acknowledgments, personally appeared Bruce Harmon, as Controller of
SINOFRESH HEALTHCARE, INC., a Florida limited liability company, on behalf of
the company, who is personally known to me or has produced _______________ as
identification.


                                /s/ Lisa G. O'Neill
                                Notary Public
                                Print Name
                                           ------------------------------------

                                My commission expires:
                                                       ------------------------


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<PAGE>
                                   EXHIBIT A

                      Legal Description of Leased Premises

                              516 Paul Morris Dr.
                            Englewood, Florida 34223


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