Moty Hermon [Address Omitted] October 28,2003

Exhibit 10.22

Xxxx Xxxxxx
[Address Omitted]

October 28,2003

Xx. Xxxxxxx Xxxx
Chairman and Chief Executive Officer
SinoFresh Healthcare, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000

Re: Agreements between SinoFresh Healthcare, Inc. and Xxxx Xxxxxx

Dear Xxxxxxx:

I’m pleased to enclosed executed copies of our two letter agreements, namely my agreement with SinoFresh Healthcare, Inc. (“SinoFresh) dated October 21, 2003 and my agreement with you dated October 22, 2003.

Pursuant to our discussions, this letter is to confirm our understanding that these agreements are delivered based upon your commitment and our agreement, personally and on behalf of SinoFresh, that all shares I may own in either SinoFresh or the European venture SFSH-Europe will be freely tradable and without restrictions on transferability on and after October 21, 2005.

I would appreciate if you would execute a copy of this letter and return to me.

I look forward to a long and mutually successful relationship.

Thank you.

Sincerely,

/s/ Xxxx Xxxxxx

Reviewed and Agreed to by:

/s/ Xxxxxxx X. Xxxx  

Xxxxxxx X. Xxxx, personally and 

on behalf of SinoFresh Healthcare, Inc. 

cc: Xxxxxxx Xxxxxxxxx, Esq.