Ex-10.20 Agreement



 





EXHIBIT 10.20






					
	SINOFRESH HEALTHCARE, INC.
	 	Voice: 941-488-5008
	 	SinoFresh HealthCare, Inc.







					
	 
	 	Fax: 941-488-8048
	 	516 Paul Morris Dr.

Englewood, FL 34223







October 21, 2003




Mr. Moty Hermon

[Address Omitted]



	 	 	 
	RE:

	 	Letter of Agreement







Dear Moty:



This letter will serve to confirm our agreement with you, or an entity you
control and may designate, to work with SinoFresh Healthcare, Inc. (“SFSH”) as
a founding partner in our new European venture (“SFSH-Europe”).



We are delighted to enter into this relationship with you in accordance with
the terms herein.



With regard to the SFSH-Europe project, we agree as follows:



(a) You shall be authorized, on behalf of SFSH, to use your best efforts to
seek out qualified partners, subject to reasonable SFSH approval, for the
manufacturing and distribution of products for the SFSH-Europe business.



(b) You will use your best efforts to assist in the formulation of the
SFSH-Europe strategic business plan and the recruitment, and retention, of
management.



(c) You will be offered a seat on the Board of Directors of SFSH-Europe, at
your discretion.



(d) The founder ownership of SFSH-Europe shall be: 20% to you or your
designated entity, 5% to Iris Hermon-Jones with the balance divided between
SFSH, the designated partner and management. The division of the ownership
interests between SFSH, the designated partner and management shall be
determined upon the completion of applicable definitive agreements. We agree
that the capital contributions for the founder interests of you and Iris in
SFSH-Europe shall be a total of $100 USD.



(e) We agree that, at any time for a period of’ five (5) years after founding
SFSH-Europe, you may “put” to SFSH an amount equal to one-half of’ your
interest in SFSH-Europe. The consideration for this transfer shall be the
issuance to you of 1,229,723 shares of common stock, representing 5% of the
fully diluted shares as of this date of SFSH (the




     /s/     as to SFSH






               as to Hermon






 









 







“Conversion Shares”). This number of shares shall be adjusted fur any future
stock splits, stock dividends or other recapitalization. These shares if not
already registered and free trading at the lime of issuance to you shall be
subject to one demand, and unlimited piggyback, registration rights.



(f) In the event that SFSH-Europe is not formed within one year from the date
of this agreement, or in the event that SFSH-Europe is formed but its ceases
operations or is otherwise terminated prior to the expiration of the “put”
option in section (e) above, then you shall have the right to exchange your
founder’s rights in SFSH-Europe for the Conversion Shares, upon your election,
with no additional consideration.



You will provide your financial consulting services for a period of two (2)
years. For all other purposes, this agreement shall extend for a period of
five (5) years.



If all of the foregoing accurately reflects our agreement, please sign in the
space provided below. Fax back to us your signed copy and also mail one hard
copy.



As before, we look forward to a mutually beneficial and enjoyable association.




Kindest personal regards.




Sincerely,




/s/ Charles A. Fust

Chairman and Chief Executive Officer



	 	 	 	 	 	 
	Agreed:

	 	

	 	


	

	 	Moty Hermon
	 	Date







     /s/     as to SFSH






               as to Hermon