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                                                                   Exhibit 10.24


                                TEAMING AGREEMENT

                                     BETWEEN

                           SINOFRESH HEALTHCARE, INC.

                                       AND

                     LOVELACE RESPIRATORY RESEARCH INSTITUTE



        THIS AGREEMENT made 28th April 2004, by and between Lovelace Respiratory
Research Institute (hereafter "LRRI), with offices located in Albuquerque, New
Mexico, and SINOFRESH HEALTHCARE, INC., a Florida Corporation with offices
located at 516 Paul Morris Drive, Englewood, Florida 34223 or (hereafter
"SinoFresh"). Hereafter, LRRI and SINOFRESH are often collectively referred to
as "Parties" and singularly as "Party". The Parties, intending to be legally
bound, agree to the following:

RECITALS

        WHEREAS, SINOFRESH intends to submit a statement of capability and SBIR
or STTR unsolicited proposal to federal agencies.

        WHEREAS, SINOFRESH wishes to retain LRRI for the purpose of providing
expertise and experimental resources for the assessment of antimicrobial
activity, mechanisms of action, and studies for defining new therapeutic
applications, including safety and preclinical studies. Studies may range from
in vitro applications to clinical trial studies.

        WHEREAS, the Parties desire to enter into this Agreement in order to
accomplish the above purposes, all upon the terms and conditions set forth
herein.

        NOW, THEREFORE, in consideration of the premises and of their mutual
understanding, takings, promises and covenants, the Parties agree as follows:

1.      SINOFRESH, as Prime Contractor, will submit the statement of capability
and the proposal to the federal agency if the requirement is procured as a small
business set-aside or as an unrestricted competition. As such, SINOFRESH will be
responsible for the overall content of the proposal.

        a.      SINOFRESH will provide the overall Proposal Management and, in
                the event of contract award, the Project Management.

        b.      LRRI, as Subcontractor, shall be available to support any other
                task area in the prospective contract, if requested by
                SINOFRESH.


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        c.      LRRI will submit to SINOFRESH the necessary management,
                technical, and financial data for incorporation into the
                proposal, and hereby grants permission for SINOFRESH to
                incorporate said material into its proposal and to refer to LRRI
                by name as a proposed priced or unpriced subcontractor or
                supplier. A copy of the proposal excluding the budget will be
                submitted to LRRI simultaneously with the submission to the
                funding agency.

        d.      SINOFRESH reserves the right to subcontract with others than
                LRRI when unique or special expertise is necessary for short
                term or long term requirements.

2.      In consideration of SINOFRESH agreeing not to further solicit other
prospective subcontractors for LRRI's area of interest, LRRI agrees that it will
not enter into any other teaming arrangement or support any other prospective
Prime Contractor in response to the effort identified herein. However, it is
understood that nothing contained herein shall be deemed to restrict either
Party from quoting, offering to sell, or selling to others any items or services
similar to those contemplated by this Agreement.

3.

        a.      SINOFRESH and LRRI will individually and collectively exert good
                faith, reasonable efforts in the preparation and submission of
                this proposal. If requested by SINOFRESH, LRRI will support any
                negotiations which are directed toward obtaining the granting to
                SINOFRESH of a satisfactory Prime Grant or Contract for the
                services and programs described herein.

        b.      All relations with the prospective client will be conducted by
                SINOFRESH. LRRI shall make no representations, accept no changed
                requirements, nor conduct any negotiations unless specifically
                directed to do so by SINOFRESH.

4.      If SINOFRESH is awarded a grant or contract for the services described
above, SINOFRESH will not subsequently negotiate and award a subcontract
consistent with the requirements of the prime contract to other than LRRI for
LRRI's area of interest as described above, provided that: any resulting
subcontract will conform to Governmental procurement rules and regulations; be
subject to approval of the Government Contracting Officer; be subject to the
approval of the Parties to subcontract terms and conditions; and, contain terms
and conditions substantially similar to those contained in the prime contract.

5.      Each Party to this Agreement will bear their respective costs, risks,
and liabilities incurred as a result of their obligations and efforts under this
Agreement. Neither the Prime Contractor nor the Subcontractor shall have any
right to reimbursement, payment, or compensation of any kind from the other
during the period prior to the award and execution of any resulting subcontract
between the Prime Contractor and the Subcontractor for the work described in
this Agreement.


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6.      SINOFRESH may, without liability to LRRI, disclose to the Government any
information received from LRRI to the extent necessary for proposal preparation,
evaluation, negotiation and contract performance. If such information bears any
restrictive notice, such restrictive notice will be retained on any information
so disclosed to the Government.

7.

        a.      In furtherance of the purposes of this Agreement, the Parties
                contemplate that it may be mutually advantageous and/or
                necessary to exchange confidential or proprietary information
                pertaining to the intended proposal. The intent of this
                Agreement is to protect any such information which either Party
                elects to disclose, but not to obligate either Party to disclose
                any information pertaining to the intended proposal

        b.      Both Parties shall not disclose to any person or persons outside
                their respective companies, other than the Government of the
                United States of America as hereinafter provided, nor to any
                person or persons within their companies not having a need to
                know for the purpose of this Agreement and the performance of
                any resulting contract, any information which is submitted in
                writing and designated by an appropriate stamp, marking, or
                legend to be confidential or proprietary information.

        c.      Information exchanged by the Parties which is confidential or
                proprietary to the disclosing Party will be protected by the
                receiving Party as confidential or proprietary information only
                if it pertains to this Request for Qualifications/Proposal; is
                submitted for use in preparation of the response to the Request
                for Qualifications/Proposal; is a document marked as
                confidential or proprietary information to the disclosing Party,
                and, is delivered to the Representative designated in lO.b.
                below. Only those sheets of any document which contain
                confidential or proprietary information shall be marked as
                confidential or proprietary.

        d.      For the period of sixty months from the receipt of confidential
                or proprietary information from the other Party, each Party
                agrees to use confidential or proprietary information only for
                the response to the Request for Qualifications/Proposal or any
                resulting contract.

        e.      Both Parties shall take appropriate action to provide for the
                safekeeping of confidential or proprietary information. If a
                Party has standard practices for safeguarding its own
                confidential or proprietary information of a similar nature, the
                foregoing duty to exercise reasonable care shall be fulfilled by
                employing those practices to protect the other Party's
                confidential or proprietary information. Neither Party shall be
                liable for the inadvertent or accidental disclosure of such
                confidential or proprietary information, provided that it has
                exercised the same degree of care as it normally exercises to
                preserve its own confidential or proprietary information.


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        f.      Neither Party shall be liable for disclosure of any such
                confidential or proprietary information if the same:

                (1)     was in the possession of the receiving Party prior to
                        its receipt from the other Party under this Agreement;

                (2)     is disclosed after sixty months from the date of receipt
                        of the information;

                (3)     information becomes publicly known or available through
                        no breach of this Agreement by the receiving Party;

                (4)     is disclosed by the receiving Party with the prior
                        written approval of the originating Party;

                (5)     information is acquired by the receiving Party without
                        notice or obligation of confidence; or

                (6)     information is independently developed by personnel of
                        the receiving Party who did not have knowledge of the
                        confidential or proprietary information.

        g.      Each Party agrees to return all proprietary documents received
                from the other Party, including any copies made by the receiving
                Party, within thirty (30) days after a written request is
                delivered to the Representative of the receiving Party
                designated in lO.b.

        h.      It is understood and agreed that any such confidential or
                proprietary information may be disclosed to the U.S. Government
                in proposals, provided the proposals and pages containing the
                confidential or proprietary information bears the appropriate
                restrictive legends as specified in FAR 52.2 15-12.

        i.      Received "proprietary information" may be used in the
                performance of an awarded contract unless the disclosing Party
                refuses the use of such information in writing.

        j.      Both Parties' obligation to protect previously exchanged
                confidential or proprietary information in accordance with this
                Agreement shall survive termination of this Agreement for a
                period of sixty (60) months.

8.      Background Intellectual Property

        a.      The subject matter described as which has previously been
                developed by the SFHC shall be considered SFHC Background
                Intellectual Property, namely the subject matter of U.S. Patent
                Nos. 5,785,988; 6,083,525; and 6,344,210, U.S. Patent
                Application Serial Nos. 10/303,625 and 60/511,040, including all
                corresponding provisional, continuation, continuation-in-part,
                continued prosecution, divisional, reissue, and reexamination
                applications; and for all countries foreign to the U.S.,
                including all rights of priority arising from them,


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                and all the rights and privileges under any and all forms of
                protection, including patents, that may be granted in said
                countries foreign to the U.S. for them.

        b.      To the extent such rights are available, SFHC agrees to grant
                LRRI, a nonexclusive license to use the above-mentioned
                Background Intellectual Property in connection with
                commercialization of the Project Intellectual Property, to the
                extent that such use is reasonably necessary for practical,
                efficient, and competitive commercialization of such Project
                Intellectual Property. Such license shall be granted upon the
                condition that LRRI pay SFHC a royalty, to be negotiated by the
                parties, on net sales or leases made by or under the authority
                of LRRI of any product or service that embodies, or the
                manufacture or normal use of which entails, the use of all or
                any part of such SFHC Background Intellectual Property.

9.      Project Intellectual Property

        a.      "Project Intellectual Property" means the legal rights to
                Subject Inventions as defined in 37 C.F.R. 401, and any
                resulting patent applications or patents, as well as any
                software first conceived of and reduced to practice during the
                performance of this SBIR or STTR Agreement.

        b.      Project Intellectual Property shall be jointly owned by the
                Parties, with each Party having an undivided interest therein.
                SFHC shall have the first option to perfect the Parties' rights
                in jointly made Project Intellectual Property, with LRRI
                retaining a right to review and provide comments on any and all
                filings, unless agreed otherwise in writing.

        c.      The Parties agree to disclose to each other, in confidence and
                in writing, each and every Subject Invention and any software
                created as part of the SBIR or STTR project. The Parties
                acknowledge that they will disclose Subject Inventions to each
                other within two (2) months after their respective inventor(s)
                first disclose the invention in writing.

        d.      Each Party hereto may use Project Intellectual Property of the
                other non-exclusively and without compensation in connection
                with research or development activities for this SBIR or STTR
                project, including inclusion in SBIR or STTR project reports to
                the Agency and proposals to the Agency for continued funding of
                this SBIR or STTR project through additional phases.

        e.      All written disclosures of such inventions shall contain
                sufficient detail of the invention and identification of any
                statutory bars and shall be marked confidential.

        f.      SFHC will have an option to commercialize the Project
                Intellectual Property subject to any rights of the Government or
                other sponsors as follows:


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                (1)     SFHC will have an exclusive option to negotiate an
                        exclusive worldwide license to such Project Intellectual
                        Property (whether solely owned by LRRI or jointly owned
                        by LRRI and SFHC) for an option period of twelve (12)
                        months after such Project Intellectual Property has been
                        reported to SFHC. During the period of such option, SFHC
                        will pursue and maintain any patent protection for any
                        Subject Invention requested by SFHC. Except with the
                        written consent of SFHC, LRRI will not voluntarily
                        discontinue the pursuit and maintenance of any US and or
                        international patent protection during this option
                        period. SFHC may terminate such option at will by giving
                        written notice to LRRI, and by so doing shall relinquish
                        all licensing, but not ownership, rights to said Project
                        Intellectual Property.

                (2)     At any time prior to the expiration or termination of an
                        option, SFHC may exercise such option by giving written
                        notice to LRRI, whereupon the Parties will promptly, and
                        in good faith, enter into negotiations for SFHC's
                        license of LRRI's rights in the Project Intellectual
                        Property. The terms of such license shall be consistent
                        with SFHC's policies and Governmental regulations and
                        will include but not be limited to: (i) payment of
                        reasonable royalties to LRRI on sales or leases of
                        products or services which embody, or the development,
                        manufacture, use, or sale of which involve employment
                        of, the Project Intellectual Property; (ii)
                        reimbursement by SFHC of expenses incurred by LRRI in
                        seeking and maintaining patent protection for the
                        Project Intellectual Property; and (iii) due diligence
                        milestones.

                (3)     Where more than one royalty might otherwise be due for
                        any product or service under a license pursuant to this
                        Agreement, the Parties shall in good faith negotiate to
                        ameliorate any effect thereof that would threaten the
                        commercial viability of the affected products or
                        services.

10.     Patent Prosecution and Commercialization for Jointly Owned Project
        Intellectual Property

        a.      Although the Parties agree that each has responsibility for
                management of Project Intellectual Property produced by its
                employees in accordance with appropriate government regulations
                and its own institutional policy, it is recognized that more
                effective enablement of commercialization of jointly owned
                Project Intellectual Property will require a unified approach by
                the Parties. Therefore, if the SBIR or STTR program is funded,
                the following procedural framework will be put into place for
                the handling of jointly owned Project Intellectual Property.

                (1)     Shortly following the identification of any jointly
                        owned Project Intellectual Property, technical and
                        patent representatives of each Party will discuss
                        details of handling such jointly owned Project
                        Intellectual Property.


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                (2)     SFHC shall be designated to take primary responsibility
                        for protection of such jointly owned Project
                        Intellectual Property. If patent applications are to be
                        filed, SFHC will ensure that LRRI is kept informed and
                        has an opportunity to review and comment on patent
                        prosecution.

                (3)     SFHC shall have option rights as outlined in Section
                        9.f.(1) and (2) for such jointly owned Project
                        Intellectual Property.

                (4)     In the event that SFHC decides not to exercise its
                        option to LRRI's ownership interest, SFHC and LRRI may
                        agree to undertake a cooperative licensing effort. At
                        that point, one Party shall be designated the Lead Party
                        to take primary responsibility for protection of such
                        jointly owned Project Intellectual Property. The Lead
                        Party shall assume sole responsibility for identifying
                        potential commercial licensees and for negotiating the
                        terms of commercial license agreements. All costs
                        associated with filing, prosecuting, and maintaining
                        intellectual property rights associated with the Project
                        Intellectual Property shall be shared equally among the
                        Parties. The Lead Party may either invoice the other
                        Party for its share of the such costs or such costs may
                        be deducted from any revenues generated by commercial
                        license agreements prior to sharing of such revenues
                        between the Parties as set forth herein. Such license
                        agreements will require the approval of both Parties,
                        and such approval shall not be unreasonably withheld.
                        Any revenues generated by such license agreements after
                        deduction of any out-of-pocket patent prosecution
                        expenses, and fifteen percent (15%) administrative
                        overhead in favor of the Lead Party, shall be divided
                        equally between the Parties no less often than once per
                        year. Each Party shall be solely responsible for
                        calculating and distributing to its respective
                        inventor(s) any share of net revenues payable to such
                        inventor(s) in accordance with such Party's
                        institutional policy.

11.     LRRI agrees not to issue a news release, public announcement,
advertisement, or any other form of publicity concerning the resulting
subcontract, or otherwise in connection with this Agreement without obtaining
the prior written approval of SINOFRESH. Such approval shall not be unreasonably
withheld and shall be directed to the individual specified in 12.c. below.

12.

        a.      All communications relating to this Agreement shall be directed
                to the specific person designated to represent SINOFRESH and
                LRRI hereunder. Each of the Parties shall appoint one technical
                and one administrative representative to receive such
                communications. These appointments shall be kept current by the
                Parties during the period of this Agreement. Communications
                which are not properly directed to the persons designated to
                represent SINOFRESH and LRRI shall not be binding upon SINOFRESH
                and LRRI, respectively.


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        b.      All technical notices shall be addressed to:

Lovelace Respiratory Research Institute      SinoFresh HealthCare, Inc.
Attention: Kevin Harrod                      Attention: Cynthia A. Dunn, M.D.
2425 Ridgecrest Drive, SJB.                  516 Paul Morris Dr.
Albuquerque, NM 87108                        Englewood, FL  34223
Phone: 505-348-9488                          Phone: 941-488-5008
Fax: 505-348-8567                            Fax:941-488-5048
E-mail: kharrod@lrri.org                     E-mail: mstampar@sinofresh.com


        c.      All contractual/financial/administrative notices shall be
                addressed to:


Lovelace Respiratory Research Institute      SinoFresh HealthCare, Inc.
Attention; Kathleen M. Aragon                Attention: Robert P. DuPont
2425 Ridgecrest Drive, S.E.                  516 Paul Morris Dr.
Albuquerque, NM 87108                        Englewood, FL  34223
Phone: 505-348-9463                          Phone: 941-488-5008
Fax: 505-348-4990                            Fax: 941-488-5048
E-mail: karagon@lrri.org                     E-mail: probertdupont@sinofresh.com


13.     New Mexico Law shall be the governing law for purposes of this
Agreement.

14.     This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and assigns; provided, however, that
neither Party may assign or transfer this Agreement without the prior written
consent of the other Party. This consent shall not be unreasonably withheld.

15.     If any provision of this Agreement is determined to be invalid or
unenforceable under applicable law or regulation, all remaining provisions
hereof shall be given full force and effect.

16.     The Parties hereby agree that the contents of this Agreement may be made
known to the Government. This Agreement is not intended to prejudice the
Government in any way with respect to any action that it may decide to take in
procuring services on the basis of competitive bids or the awarding of contracts
on a split or other type basis.

17.

        a.      Final price or prices to be proposed to the Government for the
                projects will be determined by SINOFRESH in the exercise of its
                sole discretion and may be established independently of, and
                without consultation with, Subcontractor. SINOFRESH shall not be
                required to disclose the final prices to the Subcontractor.


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        b.      Any such exercise by SINOFRESH of its sole discretion in
                establishing the final price to be proposed to the Government or
                in negotiations with the Government, shall in no way be binding
                upon LRRI nor shall it be in any way construed as changing the
                final prices or prices which LRRI shall have proposed to
                SINOFRESH for their efforts described herein.

18.

        a.      This Agreement shall apply only to those proposals relating to
                this Project and shall not be considered applicable to any other
                effort undertaken by SINOFRESH or LRRI either jointly or
                separately.

        b.      This Agreement is not intended to constitute, create, give
                effect to, or otherwise recognize a joint venture, partnership,
                or formal business organization of any kind between SINOFRESH
                and LRRI. The rights and obligations of the Parties shall be
                only those expressly set forth herein as Prime Contractor and
                Subcontractor.

        c.      At all times, SINOFRESH and LRRI shall remain independent
                contractors, each responsible for its own employees.

19.     This Agreement shall remain in effect until the first of the following
shall occur:

        a.      Cancellation of the procurement by the U.S. Government.

        b.      Notification by the U.S. Government that LRRI is not acceptable
                for the efforts specified.

        c.      Award of the prime contract to a company other than SINOFRESH.

        d       Negotiation and award by SINOFRESH of a subcontract or
                procurement to LRRI in accordance with this Agreement.

        e.      Mutual agreement by the Parties.

20.

        a.      During the period this Agreement is in effect, both Parties
                agree not to solicit for employment, hire, or otherwise retain
                any technical or professional employees of the other Party
                assigned to work on the contract/subcontract. Procurement,
                without the prior written approval of the Party whose employee
                is being considered for an offer or hire, is prohibited during
                the period this Agreement is in effect, with the exception of
                those LRRI incumbent professionals agreed to become SINOFRESH
                employees.

        b.      Both Parties agree to include the intent of this Item 20 in any
                resulting subcontractual agreement between the Parties.

21.     By signing this Agreement, LRRI confirms and certifies that no attempt
has been made


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by SINOFRESH to induce LRRI to submit or not to submit proposals to the
Government.

22.     This Agreement sets forth the entire understanding of the Parties
regarding the subject matter herein, and supersedes all previous arrangements or
understanding between the Parties relating thereto. Any waiver by a Party of a
right or remedy hereunder on one occasion shall not be deemed a waiver of such
right or remedy on any other occasion, or of any other right or remedy.

23.     The effective date hereof shall be the date that this Agreement was
accepted and executed by SINOFRESH as shown below.

EXECUTED BY:

Lovelace Respiratory Research           SinoFresh HealthCare, Inc.

By: /s/ PATRICIA J. MARX                By: /s/ P. ROBERT DUPONT
   ----------------------------            ----------------------------

Name: Patricia J. Marx                  Name: P. Robert Dupont
      -------------------------               -------------------------

Title: Chief Operating Officer          Title: Vice President of R & D
       ------------------------               -------------------------

Date:     4/29/04                       Date:      4/30/04
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