sexy, nice, funny guy.... with horrible breath

just had an intense makeout sesh with a guy ive been crushing on for a bit and his breath was AWFUL. like i had to brush my teeth because i could still smell it when he left. thank god i wasnt planning on sleeping with him or going down on him i dont even want to find out what thats like... but hes SO good looking, hes kind and caring and a pretty good catch aside from the bad breath. what do i do???? i dont want to hurt his feelings or anything