ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                                 SINOFRESH CORP.


1.   The name of the corporation is SinoFresh Corp.

2.   The text of the amendments adopted are as follows:

"Article I of the Articles of  Incorporation  is amended in its entirety to read
as follows:

                                    ARTICLE I
                                 CORPORATE NAME

         The name of the Corporation is SinoFresh HealthCare, Inc."


"Article IV of the Articles of  Incorporation is amended in its entirety to read
as follows:

                                   ARTICLE IV
                                     SHARES

         The number of shares the  Corporation  is  authorized to issue is Seven
Hundred Million (700,000,000) shares consisting of:

         (a)      500,000,000  shares  of common  stock,  no par value per share
                  ("Common Stock");
         (b)      200,000,000  shares of blank  check  preferred  stock,  no par
                  value per share ("Blank Check Preferred Stock");

1. COMMON STOCK

         (a) Voting.  Except as otherwise expressly provided by law, and subject
to the voting rights  provided to the holders of the Blank Check Preferred Stock
by the Board of Directors,  the Common Stock shall have exclusive  voting rights
on all  matters  requiring  a vote of  shareholders,  voting  together  with the
holders of the Blank Check Preferred Stock, as one class.

         (b) Other  Rights.  Each share of Common Stock  issued and  outstanding
shall be identical in all respects one with the other, and no dividends shall be
paid on any  shares of Common  Stock  unless  the same is paid on all  shares of
Common Stock outstanding at the time of such payment.  Except for and subject to
those  rights  expressly  granted to the  holders of the Blank  Check  Preferred
Stock,  or except as may be provided  by the laws of the State of  Florida,  the
holders of Common Stock shall have exclusively all other rights of shareholders.

<PAGE>

2. BLANK CHECK PREFERRED STOCK

         (a) Issuance.  The Blank Check  Preferred Stock may be issued from time
to time in one or more series.  Subject to the  limitations set forth herein and
any  limitations  prescribed  by  law,  the  Board  of  Directors  is  expressly
authorized,  prior to issuance of any series of Blank Check Preferred  Stock, to
fix by  resolution  or  resolutions  providing  for the issue of any  series the
number of shares included in such series and the designations,  relative powers,
preferences and rights, and the  qualifications,  limitations or restrictions of
such series.  Pursuant to the foregoing general authority vested in the Board of
Directors,  but not in  limitation  of the  powers  conferred  on the  Board  of
Directors  thereby  and by Nevada  law,  the  Board of  Directors  is  expressly
authorized  to determine  with  respect to each series of Blank Check  Preferred
Stock:

                  (i) The  designation  or  designations  of such series and the
number of shares  (which  number from time to time may be decreased by the Board
of Directors,  but not below the number of such shares then outstanding,  or may
be  increased by the Board of Directors  unless  otherwise  provided in creating
such series) constituting such series;

                  (ii)  The  rate  or  amount  and  times  at  which,   and  the
preferences and conditions under which,  dividends shall be payable on shares of
such series,  the status of such dividends as cumulative or  noncumulative,  the
date or dates from which dividends,  if cumulative,  shall  accumulate,  and the
status of such shares as participating or nonparticipating  after the payment of
dividends as to which such shares are entitled to any preference;

                  (iii) The rights and preferences,  if any, of the shareholders
of such series upon the  liquidation,  dissolution  or winding up of the affairs
of, or upon any distribution of the assets of, the Corporation, which amount may
vary  depending  upon whether  such  liquidation,  dissolution  or winding up is
voluntary or involuntary and, if voluntary, may vary at different dates, and the
status of the shares of such series as participating or  nonparticipating  after
the satisfaction of any such rights and preferences;

                  (iv) The full or limited voting rights, if any, to be provided
for shares of such series, in addition to the voting rights provided by law;

                  (v) The times, terms and conditions, if any, upon which shares
of such  series  shall be  subject  to  redemption,  including  the  amount  the
shareholders of such series shall be entitled to receive upon redemption  (which
amount may vary under different conditions or at different redemption dates) and
the  amount,  terms,  conditions  and  manner  of  operation  of  any  purchase,
retirement or sinking fund to be provided for the shares of such series;

                  (vi) The  rights,  if any, of  shareholders  of such series to
convert such shares into,  or to exchange  such shares for,  shares of any other
class or classes or of any other  series of the same class,  the prices or rates
of  conversion or exchange,  and  adjustments  thereto,  and any other terms and
conditions applicable to such conversion or exchange;

                  (vii) The limitations, if any, applicable while such series is
outstanding  on the payment of dividends or making of  distributions  on, or the
acquisition  or redemption  of, Common Stock or  restrictions,  if any, upon the
issue of any additional  shares  (including  additional shares of such series or
any other series or of any other class) ranking on a parity with or prior to the
shares of such series either as to dividends or upon liquidation; and



                                       2
<PAGE>

                  (viii) The conditions or restrictions,  if any, upon the issue
of any of any other  class)  ranking on a parity  with or prior to the shares of
such series either as to dividends or upon liquidation; and

                  (iv) Any other relative powers, preferences and participating,
optional  or  other  special  rights,  and the  qualifications,  limitations  or
restrictions  thereof,  of shares of such  series;  in each case,  so far as not
inconsistent  with  the  provisions  of this  Article  of  Incorporation  or the
Washington Business Corporation Act as then in effect.

3. ISSUANCE OF CERTIFICATES

         The Board of Directors  shall have the authority to issue shares of the
capital stock of this Corporation and the certificates therefore subject to such
transfer  restrictions and other limitations as it may deem necessary to promote
compliance with applicable  federal and state  securities  laws, and to regulate
the  transfer  thereof  in such  manner as may be  calculated  to  promote  such
compliance or to further any other reasonable purpose.

4. SERIES A PREFERRED STOCK

         (a)  Designation  and  Amount.  The  shares  of such  series  shall  be
designated as "Series A Preferred  Stock" and the number of shares  constituting
such  series  shall be  858,170.  Such  number of  shares  may be  increased  or
decreased by resolution of the Board of Directors;  provided,  however,  that no
decrease  shall  reduce  the number of shares of Series A  Preferred  Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved  for  issuance  upon the  exercise of  outstanding  options,  rights or
warrants or upon the  conversion  of any  outstanding  securities  issued by the
Corporation convertible into Series A Preferred Stock.

         (b) Voting Rights.

                  (i) The shares of Series A  Preferred  Stock shall be entitled
to that number of votes equal to the  largest  whole  number of shares of Common
Stock into which the shares of Series A Preferred  Stock may be converted at the
time of such vote.

                  (ii) Except as  otherwise  provided  herein,  by law, or these
Articles of Incorporation of the Corporation  (the  "Articles"),  the holders of
shares of Series A Preferred  Stock,  the holders of shares of Common  Stock and
any other capital stock of the  Corporation  having  general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders of
the Corporation.

                  (iii) Except as set forth herein, or as otherwise  provided by
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.


                                       3
<PAGE>

         (c)  Conversion  Except  when  converted  pursuant  to  Section 4 or as
otherwise  provided in these  Articles,  the shares of Series A Preferred  Stock
shall  be  convertible  at  the  discretion  of the  Series  A  Preferred  Stock
shareholder.  Each share of the Series A  Preferred  Stock  shall  initially  be
convertible  into one (1) share of Common Stock (the "Conversion  Ratio").  Upon
conversion pursuant to this Section 4(c), any accrued but unpaid cash dividends,
on the shares of Series A Preferred  Stock being  converted  will be paid by the
Corporation out of lawfully available funds or an equivalent value, based on the
then fair market value of the Corporation,  or additional shares of Common Stock
with the choice  between cash or additional  shares of Common Stock being at the
discretion  of the  converting  stockholder,  which choice shall be set forth in
such converting  stockholder's notice of conversion.  If the Corporation and the
converting   stockholder  cannot  agree  upon  the  fair  market  value  of  the
Corporation then the converting stockholder shall receive any accrued but unpaid
cash  dividends  on the shares of Series A Preferred  Stock being  converted  in
cash.

         (d) Liquidation, Dissolution or Winding Up.

                  (i) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation,  no distribution  shall be made to the holders
of shares of stock ranking junior  (either as to dividends or upon  liquidation,
dissolution  or  winding  up) to the  Series A  Preferred  Stock  unless,  prior
thereto,  the holders of shares of Series A Preferred  Stock shall have received
$2.00 per share (the "Series A Liquidation  Preference").  Following the payment
of the  full  amount  of the  Series A  Liquidation  Preference,  no  additional
distributions shall be made to the holders of shares of Series A Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common  Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation  Preference by (ii) the Conversion  Ratio.
Following the payment of the full amount of the Series A Liquidation  Preference
and the  Common  Adjustment  in respect  of all  outstanding  shares of Series A
Preferred  Stock and Common Stock,  respectively,  holders of Series A Preferred
Stock shall  receive  their  ratable and  proportionate  share of the  remaining
assets to be distributed on an as if converted basis.

                  (ii) In the  event,  however,  that  there are not  sufficient
assets  available  to  permit  payment  in  full  of the  Series  A  Liquidation
Preference  and the  liquidation  preferences  of all other  series of preferred
stock,  if any, which rank on a parity with the Series A Preferred  Stock,  then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.

                  (iii)  Neither  the  consolidation,  merger or other  business
combination  of the  Corporation  with or into any  other  entity,  or the sale,
lease,  exchange or  conveyance  of all or any part of the  property,  assets or
business of the Corporation shall be deemed to be a liquidation,  dissolution or
winding up of the Corporation for purposes of this Section 4.

         (e)  Consolidation,  Merger,  etc. In the event the  Corporation  shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash  and/or  any other  property,  then in any event the shares of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed in an amount per share equal to the Conversion Ratio times the aggregate
amount of stock,  securities,  cash and/or any other property (payable in kind),
as the case may be,  into  which or for  which  each  share of  Common  Stock is
changed or exchanged.


                                       4
<PAGE>

         (f)  Adjustment  of  Conversion  Ratio The  Conversion  Ratio  shall be
adjusted for any pro rata non-cash  distributions to holders of shares of Common
Stock,  including  without  limitation,   stock  dividends,   stock  splits  and
securities  issued in a  recapitalization.  In such event the  Conversion  Ratio
shall  be  adjusted  by  multiplying  the  Conversion  Ratio by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

         (g) No Redemption.  The shares of Series A Preferred Stock shall not be
redeemable.

         (h)  Priority.  The Series A  Preferred  Stock shall rank senior to the
Corporation's  Common Stock and junior to all other series of the  Corporation's
preferred  stock, as to the payment of dividends and the  distribution of assets
unless the terms of any such series shall provide otherwise.

         (i)  Amendment.  The Articles of the  Corporation  shall not be further
amended  in any  manner  which  would  materially  alter or change  the  powers,
preferences  or special  rights of the Series A Preferred  Stock so as to affect
them adversely without the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 2/3%) of the outstanding shares of Series A Preferred
Stock, voting together as a single class.

         (j)  Fractional  Shares.  Series A  Preferred  Stock  may be  issued in
fractions  of a share which shall  entitle the  holder,  in  proportion  to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series A Preferred Stock.

         (k) Registration Rights.

                  (i) Prior to the  expiration  of the One  Hundred  and  Eighty
(180) day period upon which the Merger  Agreement  between the  Corporation  and
SinoFresh  HealthCare,  Inc.,  a Delaware  corporation  ("HealthCare"),  becomes
"effective"/1/ pursuant to the Florida Business Corporation Act, the Corporation
shall register  approximately  Two Million Nine Hundred  Fifteen  Thousand Three
Hundred Forty (2,915,340) shares of its Common Stock (the "Registration  Stock")
pursuant to the Securities Act of 1933 (the "Registration"). The shareholders of
the Series A Preferred Stock shall have the right to register  approximately Six
Hundred Seventy Thousand Seven Hundred  Nineteen  (670,719) shares of the Common
Stock underlying the Series A Preferred Stock in the Registration,  which number
shall equal 70% of the common stock underlying the issued and outstanding shares
of the Series A Preferred Stock.

                  (ii) The Corporation shall promptly give written notice of the
Registration to all holders of the Series A Preferred  Stock,  which shall offer
such  holders  the right to include  their  shares in the Series A  Registration
Stock on a  pro-rata  basis,  subject  to the  limitations  set forth in Section
(k)(i) above.


-----------
/1/  "Effective", as that term is used herein shall have the same meaning as
that term is defined in the Florida Business Corporation Act.

                                       5
<PAGE>

                  (iii) Each holder of the Series A  Preferred  Stock shall have
ten (10) days or such longer period as shall be set forth in the notice from the
receipt  of  such  notice  to  deliver  to the  Corporation  a  written  request
specifying  the  number  of  shares  of common  stock  underlying  the  Series A
Preferred Stock,  subject to the limits set forth above,  such holder intends to
sell and the holder's intended plan of disposition.

                  (iv) Subject to the limitations set forth above,  upon receipt
of a written  request  pursuant  to  Section  (k)(iii),  the  Corporation  shall
promptly use its best efforts to cause all such  securities  to be registered to
the extent  required to permit sale or  disposition  as set forth in the written
request.

                  (v) All Series A Preferred  Stock that are not included in the
Registration  shall be registered at the discretion of the board of directors of
the Corporation.

         (l) Suspension  Rights.  The  Corporation  shall have the right,  which
right may be  exercised  by the  Corporation  only twice  during any twelve (12)
month period, to extend,  suspend or delay the effectiveness of the Registration
for a period  of up to ninety  (90)  days if,  upon  advice  of  counsel  to the
Corporation,  effectiveness of such  Registration  would interfere with any then
currently  active   acquisition,   financing  or  similar   transaction  of  the
Corporation  by requiring  the premature  disclosure  of any material  corporate
development or otherwise.

         (m)  Postponement  Rights.  The  Corporation  shall  have the  right to
postpone the Registration if, upon the advice of counsel to the Corporation, the
Registration would interfere with any then current active acquisition, financing
or similar transaction of the Corporation or require the premature disclosure of
any  material  non-public  information  or because  the  Corporation's  board of
directors determines in good faith that it would be seriously detrimental to the
Corporation and its stockholders for such Registration Statement to be filed.

5. SERIES B PREFERRED STOCK

         (a)  Designation  and  Amount.  The  shares  of such  series  shall  be
designated as "Series B Preferred  Stock" and the number of shares  constituting
such  series  shall be  1,500,000.  Such  number of shares may be  increased  or
decreased by resolution of the Board of Directors;  provided,  however,  that no
decrease  shall  reduce  the number of shares of Series B  Preferred  Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved  for  issuance  upon the  exercise of  outstanding  options,  rights or
warrants or upon the  conversion  of any  outstanding  securities  issued by the
Corporation convertible into Series B Preferred Stock.

         (b) Voting Rights.

                  (i) The shares of Series B  Preferred  Stock shall be entitled
to that number of votes equal to the  largest  whole  number of shares of Common
Stock into which the shares of Series B Preferred  Stock may be converted at the
time of such vote.


                                       6
<PAGE>

                  (ii) Except as  otherwise  provided  herein,  by law, or these
Articles of Incorporation of the Corporation  (the  "Articles"),  the holders of
shares of Series B Preferred  Stock,  the holders of shares of Common  Stock and
any other capital stock of the  Corporation  having  general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders of
the Corporation.

                  (iii) Except as set forth herein, or as otherwise  provided by
law, holders of Series B Preferred Stock shall have no special voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

         (c)  Conversion  Except  when  converted  pursuant  to  Section 4 or as
otherwise  provided in these  Articles,  the shares of Series B Preferred  Stock
shall  be  convertible  at  the  discretion  of the  Series  B  Preferred  Stock
shareholder.  Each share of the Series B  Preferred  Stock  shall  initially  be
convertible into two (2) shares of Common Stock (the "Conversion  Ratio").  Upon
conversion pursuant to this Section 5(c), any accrued but unpaid cash dividends,
on the shares of Series B Preferred  Stock being  converted  will be paid by the
Corporation out of lawfully available funds or an equivalent value, based on the
then fair market value of the Corporation,  or additional shares of Common Stock
with the choice  between cash or additional  shares of Common Stock being at the
discretion  of the  converting  stockholder,  which choice shall be set forth in
such converting  stockholder's notice of conversion.  If the Corporation and the
converting   stockholder  cannot  agree  upon  the  fair  market  value  of  the
Corporation then the converting stockholder shall receive any accrued but unpaid
cash  dividends  on the shares of Series B Preferred  Stock being  converted  in
cash.

         (d) Liquidation, Dissolution or Winding Up.

                  (i) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation,  no distribution  shall be made to the holders
of shares of stock ranking junior  (either as to dividends or upon  liquidation,
dissolution  or  winding  up) to the  Series B  Preferred  Stock  unless,  prior
thereto,  the holders of shares of Series B Preferred  Stock shall have received
$2.00 per share (the "Series B Liquidation  Preference").  Following the payment
of the  full  amount  of the  Series B  Liquidation  Preference,  no  additional
distributions shall be made to the holders of shares of Series B Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common  Adjustment") equal to the quotient obtained by
dividing (i) the Series B Liquidation  Preference by (ii) the Conversion  Ratio.
Following the payment of the full amount of the Series B Liquidation  Preference
and the  Common  Adjustment  in respect  of all  outstanding  shares of Series B
Preferred  Stock and Common Stock,  respectively,  holders of Series B Preferred
Stock shall  receive  their  ratable and  proportionate  share of the  remaining
assets to be distributed on an as if converted basis.

                  (ii) In the  event,  however,  that  there are not  sufficient
assets  available  to  permit  payment  in  full  of the  Series  B  Liquidation
Preference  and the  liquidation  preferences  of all other  series of preferred
stock,  if any, which rank on a parity with the Series B Preferred  Stock,  then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.


                                       7
<PAGE>

                  (iii)  Neither  the  consolidation,  merger or other  business
combination  of the  Corporation  with or into any  other  entity,  or the sale,
lease,  exchange or  conveyance  of all or any part of the  property,  assets or
business of the Corporation shall be deemed to be a liquidation,  dissolution or
winding up of the Corporation for purposes of this Section 4.

         (e)  Consolidation,  Merger,  etc. In the event the  Corporation  shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash  and/or  any other  property,  then in any event the shares of
Series B  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed in an amount per share equal to the Conversion Ratio times the aggregate
amount of stock,  securities,  cash and/or any other property (payable in kind),
as the case may be,  into  which or for  which  each  share of  Common  Stock is
changed or exchanged.

         (f)  Adjustment  of  Conversion  Ratio The  Conversion  Ratio  shall be
adjusted for any pro rata non-cash  distributions to holders of shares of Common
Stock,  including  without  limitation,   stock  dividends,   stock  splits  and
securities  issued in a  recapitalization.  In such event the  Conversion  Ratio
shall  be  adjusted  by  multiplying  the  Conversion  Ratio by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

         (g) No Redemption.  The shares of Series B Preferred Stock shall not be
redeemable.

         (h)  Priority.  The Series B  Preferred  Stock shall rank senior to the
Corporation's  Common Stock, pari passu to the Corporation's  Series A preferred
stock and junior to all other series of the Corporation's preferred stock, as to
the payment of dividends and the  distribution of assets unless the terms of any
such series shall provide otherwise.

         (i)  Amendment.  The Articles of the  Corporation  shall not be further
amended  in any  manner  which  would  materially  alter or change  the  powers,
preferences  or special  rights of the Series B Preferred  Stock so as to affect
them adversely without the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 2/3%) of the outstanding shares of Series B Preferred
Stock, voting together as a single class.

         (j)  Fractional  Shares.  Series B  Preferred  Stock  may be  issued in
fractions  of a share which shall  entitle the  holder,  in  proportion  to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series B Preferred Stock.

         (k) Registration Rights. Shares of Common Stock underlying the Series B
Preferred Stock may be registered at the discretion of the board of directors of
the Corporation.

6. SERIES C PREFERRED STOCK

         (a)  Designation  and  Amount.  The  shares  of such  series  shall  be
designated as "Series C Preferred  Stock" and the number of shares  constituting
such  series  shall be  1,250,000.  Such  number of shares may be  increased  or
decreased by resolution of the Board of Directors;  provided,  however,  that no
decrease  shall  reduce  the number of shares of Series C  Preferred  Stock to a


                                       8
<PAGE>

number less than the number of shares then outstanding plus the number of shares
reserved  for  issuance  upon the  exercise of  outstanding  options,  rights or
warrants or upon the  conversion  of any  outstanding  securities  issued by the
Corporation convertible into Series C Preferred Stock.

         (b) Voting Rights.

                  (i) The shares of Series C  Preferred  Stock shall be entitled
to that number of votes equal to the  largest  whole  number of shares of Common
Stock into which the shares of Series C Preferred  Stock may be converted at the
time of such vote.

                  (ii) Except as  otherwise  provided  herein,  by law, or these
Articles of Incorporation of the Corporation  (the  "Articles"),  the holders of
shares of Series C Preferred  Stock,  the holders of shares of Common  Stock and
any other capital stock of the  Corporation  having  general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders of
the Corporation.

                  (iii) Except as set forth herein, or as otherwise  provided by
law, holders of Series C Preferred Stock shall have no special voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

         (c)  Conversion  Except  when  converted  pursuant  to  Section 4 or as
otherwise  provided in these  Articles,  the shares of Series C Preferred  Stock
shall  be  convertible  at  the  discretion  of the  Series  C  Preferred  Stock
shareholder.  Each share of the Series C  Preferred  Stock  shall  initially  be
convertible into two (2) shares of Common Stock (the "Conversion  Ratio").  Upon
conversion pursuant to this Section 6(c), any accrued but unpaid cash dividends,
on the shares of Series C Preferred  Stock being  converted  will be paid by the
Corporation out of lawfully available funds or an equivalent value, based on the
then fair market value of the Corporation,  or additional shares of Common Stock
with the choice  between cash or additional  shares of Common Stock being at the
discretion  of the  converting  stockholder,  which choice shall be set forth in
such converting  stockholder's notice of conversion.  If the Corporation and the
converting   stockholder  cannot  agree  upon  the  fair  market  value  of  the
Corporation then the converting stockholder shall receive any accrued but unpaid
cash  dividends  on the shares of Series C Preferred  Stock being  converted  in
cash.

         (d) Liquidation, Dissolution or Winding Up.

                  Upon any liquidation (voluntary or otherwise),  dissolution or
winding up of the Corporation,  no distribution  shall be made to the holders of
shares of stock  ranking  junior  (either as to dividends  or upon  liquidation,
dissolution  or  winding  up) to the  Series C  Preferred  Stock  unless,  prior
thereto,  the holders of shares of Series C Preferred  Stock shall have received
$2.00 per share (the "Series C Liquidation  Preference").  Following the payment
of the  full  amount  of the  Series C  Liquidation  Preference,  no  additional
distributions shall be made to the holders of shares of Series C Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
the  Common   Adjustment,   as  defined  by  the   Certificate  of  Designation,
Preferences,  and  Rights  of  Series  B  Preferred  Stock  of the  Corporation.
Following the payment of the full amount of the Series C Liquidation  Preference


                                       9
<PAGE>

and the  Common  Adjustment  in respect  of all  outstanding  shares of Series C
Preferred  Stock and Common Stock,  respectively,  holders of Series C Preferred
Stock shall  receive  their  ratable and  proportionate  share of the  remaining
assets to be distributed on an as if converted basis.

                  (i) In the  event,  however,  that  there  are not  sufficient
assets  available  to  permit  payment  in  full  of the  Series  C  Liquidation
Preference  and the  liquidation  preferences  of all other  series of preferred
stock,  if any, which rank on a parity with the Series C Preferred  Stock,  then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.

                  (ii)  Neither  the  consolidation,  merger  or other  business
combination  of the  Corporation  with or into any  other  entity,  or the sale,
lease,  exchange or  conveyance  of all or any part of the  property,  assets or
business of the Corporation shall be deemed to be a liquidation,  dissolution or
winding up of the Corporation for purposes of this Section 4.

         (e)  Consolidation,  Merger,  etc. In the event the  Corporation  shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash  and/or  any other  property,  then in any event the shares of
Series C  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed in an amount per share equal to the Conversion Ratio times the aggregate
amount of stock,  securities,  cash and/or any other property (payable in kind),
as the case may be,  into  which or for  which  each  share of  Common  Stock is
changed or exchanged.

         (f)  Adjustment  of  Conversion  Ratio The  Conversion  Ratio  shall be
adjusted for any pro rata non-cash  distributions to holders of shares of Common
Stock,  including  without  limitation,   stock  dividends,   stock  splits  and
securities  issued in a  recapitalization.  In such event the  Conversion  Ratio
shall  be  adjusted  by  multiplying  the  Conversion  Ratio by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

         (g) No Redemption.  The shares of Series C Preferred Stock shall not be
redeemable.

         (h)  Priority.  The Series C  Preferred  Stock shall rank senior to the
Corporation's  Common  Stock,  Series A  preferred  stock and Series B preferred
Stock and junior to all other series of the Corporation's preferred stock, as to
the payment of dividends and the  distribution of assets unless the terms of any
such series shall provide otherwise.

         (i)  Amendment.  The Articles of the  Corporation  shall not be further
amended  in any  manner  which  would  materially  alter or change  the  powers,
preferences  or special  rights of the Series C Preferred  Stock so as to affect
them adversely without the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 2/3%) of the outstanding shares of Series C Preferred
Stock, voting together as a single class.

         (j)  Fractional  Shares.  Series C  Preferred  Stock  may be  issued in
fractions  of a share which shall  entitle the  holder,  in  proportion  to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,


                                       10
<PAGE>

participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series C Preferred Stock.

         (k) Registration Rights.

                  (i) Prior to the  expiration  of the One  Hundred  and  Eighty
(180) day period upon which the Merger  Agreement  between the  Corporation  and
SinoFresh  HealthCare,  Inc.,  a Delaware  corporation  ("HealthCare"),  becomes
"effective"/2/ pursuant to the Florida Business Corporation Act, the Corporation
shall  register the  Registration  Stock pursuant to the Securities Act of 1933.
The  shareholders  of the  Series C  Preferred  Stock  shall  have the  right to
register approximately One Million Seven Hundred Six Thousand One Hundred Ninety
Six  (1,706,196)  shares of its Common Stock  underlying  the Series C Preferred
Stock in the  Registration,  which  number  shall equal 70% of the common  stock
underlying the issued and outstanding shares of the Series C Preferred Stock.

                  (ii) The Corporation shall promptly give written notice of the
Registration to all holders of the Series C Preferred  Stock,  which shall offer
such  holders  the right to include  their  shares in the Series C  Registration
Stock on a  pro-rata  basis,  subject  to the  limitations  set forth in Section
(k)(i) above.

                  (iii) Each holder of the Series C  Preferred  Stock shall have
ten (10) days or such longer period as shall be set forth in the notice from the
receipt  of  such  notice  to  deliver  to the  Corporation  a  written  request
specifying  the  number  of  shares  of common  stock  underlying  the  Series C
Preferred Stock,  subject to the limits set forth above,  such holder intends to
sell and the holder's intended plan of disposition.

                  (iv) Subject to the limitations set forth above,  upon receipt
of a written  request  pursuant  to  Section  (k)(iii),  the  Corporation  shall
promptly use its best efforts to cause all such  securities  to be registered to
the extent  required to permit sale or  disposition  as set forth in the written
request.

                  (v) All Series C Preferred  Stock that are not included in the
Registration  shall be registered at the discretion of the board of directors of
the Corporation.

         (l) Suspension  Rights.  The  Corporation  shall have the right,  which
right may be  exercised  by the  Corporation  only twice  during any twelve (12)
month period, to extend,  suspend or delay the effectiveness of the Registration
for a period  of up to ninety  (90)  days if,  upon  advice  of  counsel  to the
Corporation,  effectiveness of such  Registration  would interfere with any then
currently  active   acquisition,   financing  or  similar   transaction  of  the
Corporation  by requiring  the premature  disclosure  of any material  corporate
development or otherwise.

         (m)  Postponement  Rights.  The  Corporation  shall  have the  right to
postpone the Registration if, upon the advice of counsel to the Corporation, the
Registration would interfere with any then current active acquisition, financing
or similar transaction of the Corporation or require the premature disclosure of


                                       11

/2/  "Effective", as that term is used herein shall have the same meaning as
that term is defined in the Florida Business Corporation Act.

<PAGE>

any  material  non-public  information  or because  the  Corporation's  board of
directors determines in good faith that it would be seriously detrimental to the
Corporation and its stockholders for such Registration Statement to be filed."

3. The date of the amendment's adoption was September 8, 2003.

4. The amendments  were adopted by the Board of Directors and the  shareholders.
The number of votes cast for the amendment by the  shareholders  was  sufficient
for approval.

Dated September 8, 2003


                                                     SINOFRESH CORP.



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