Ex-10.21 Agreement



 





Exhibit 10.21




Charles Fust

[Address Omitted]




October 22, 2003




Mr. Moty Hermon

2600 Island Blvd., #1904

Williams Island, Florida 33160



RE: Letter of Agreement




Dear Moty:



This letter will serve to confirm my agreement with you to serves as an
independent financial consultant to me with respect to SinoFresh Healthcare,
Inc. (“SFSH”) based from your home offices in Miami, Paris and Tel Aviv. In
this regard, you have agreed to give your best efforts to consult with me in
one or more of the following areas as you choose:





	 	–	 	the development and execution of capital market strategies and debt or equity
fund raisings






	 	–	 	the development of suitable investment banking and market marker
relationships






	 	–	 	the planning, or introduction, of SFSH to banks or financial institutions for
the purpose of asset based loans and other financing arrangements




As to your role as an independent financial consultant, you will not be paid a
salary or fee but I agree to reimburse you for all pre-approved costs and
expenses incurred in your rendition of services.



I am aware that you are entering into a relationship with SFSH to develop
SFSH’s European market. Under this agreement with SFSH, I am aware that you
have a “put” option which provides you with the unconditional right to transfer
back to SFSH one-half of your interest in SFSH-Europe in exchange for 1,229,723
shares of common stock of SFSH, or such other number of shares in the event of
a stock split, stock dividend or other recapitalization (the “Consideration
Shares”).



I hereby agree to guarantee the performance of SFSH to deliver to you the
Consideration Shares in the event you exercise your put option in accordance
with the terms of your




      /s/      as to Fust






               as to Hermon







 









 







agreement with SFSH. Further, in order to secure this guarantee of SFSH’s
obligation, I agree that within ten (10) days from the date of this letter
agreement, I shall place with your counsel, Steel, Hector & Davis, LLP (“Escrow
Agent”) a total of 1,229,723 shares of common stock of SFSH owned by me (the
“Escrow Shares”) along with stock powers executed in blank. I further agree
that the Escrow Shares and blank stock powers shall be held by the Escrow Agent
for so long as you have the right to exercise your put option and that in the
event of a stock split, stock dividend or other recapitalization, I shall make
any addition deposits of shares into escrow such that at all times the number
of shares held by the Escrow Agent represents the total number of Consideration
Shares.



In the event that you exercise your put option, the Escrow Agent shall be
authorized and directed to do the following:




     (a) in the event that SFSH issues to you the Consideration Shares on a
timely basis, then the Escrow Agent shall promptly return to me the Escrow
Shares and blank stock powers.



     (b) in the event that SFSH does not issue to you the Consideration Shares
on a timely basis, then the Escrow Agent be authorized to immediately release
to you the Escrow Shares and blank stock powers for the conveyance of ownership
of the Escrow Shares to you. In such event, any claim you have to the right to
receive the Consideration Shares shall be assigned to me.


I agree to indemnify and hold harmless the Escrow Agent for all liability and
costs of any kind in rendering its escrow services. I further agree to execute
any further documents or instruments as may be necessary or required to effect
the purposes of these agreements.



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




	 	 	 	 	 	 
	Agreed:

	 	

Moty Hermon
	 	

Date







      /s/      as to Fust






               as to Hermon




/s/ as to Fust