Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out

Intellectual Property Purchase Agreement - CHINA HOLDINGS, - 9-16-2004

VIEWS: 67 PAGES: 141

									AMENDED AND RESTATED

                       INTELLECTUAL PROPERTY PURCHASE AGREEMENT

This AMENDED AND RESTATED INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this
"Agreement"), dated as of August 8, 2004, is entered into between China Health Holding, Inc. ("Buyer"), a
Nevada corporation, Julianna (Jenny) Lu ("Lu"), individually, and Xiao Fei Yu ("Yu"), individually ("Lu" and "Yu"
together are "Sellers").

                                                   RECITALS

A. On May 1, 2004, Buyers and Sellers entered into a certain Purchasing Agreement for Products Formulas and
Ownership (the "Purchase Agreement"), pursuant to which Buyer purchased from Sellers certain intellectual
property rights to "26 100% natural medicinal products."

B. Buyers and Sellers desire to amend and restate the Purchase Agreement in order to clarify certain ambiguous
terms.

C. Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, certain Transferred Intellectual
Property (as defined below);

                                                 AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

                                                   ARTICLE I

                                    DEFINITIONS; INTERPRETATION

1.1 Certain Defined Terms. As used herein, the following terms shall have the following indicated meanings:

(a) "Closing Date" shall mean May 1, 2004, the date on which the Purchase Agreement was executed.

(b) "Products" shall mean the 26 100% natural medicinal products described in Schedule 1 hereto and all
products derived from the 26 100% natural medicinal products described in Schedule 1.

(c) "Sellers' Knowledge" or any similar phrase, shall mean the actual knowledge of Sellers as such knowledge
may exist at the Closing Date after reasonable inquiry into the matter to which reference to Sellers' Knowledge is
made.

                                                         1
(d) "Transferred Intellectual Property" shall mean all of Sellers' or Sellers' Affiliates' right, title and interest arising
under federal, provincial, common or civil law in and to, if any, (i) all trademarks, servicemarks, trade dress,
trade names, logos, designs, copyrights, copyright registrations, copyright applications and rights of publicity, if
any, owned or possessed by Sellers, and (ii) all patents and patent applications (including all reissues, divisions,
continuations, continuations-in-part and extensions of any patent or patent application), trade secrets, inventions,
technology, know-how, improvements, processes, formulae, product formulations, recipes, ingredients and
specifications owned by Sellers and used or held for use by Sellers or their Affiliates as of the Closing Date
exclusively in connection with the manufacture of the Products described in Schedule 1.

1.2 Interpretation. When a reference is made in this Agreement to Articles or Sections, such reference shall be to
an Article or Section of this Agreement unless otherwise indicated. Whenever the words "include," "includes," or
"including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation,"
whether or not so stated. Any singular term in this Agreement shall be deemed to include the plural, and any
plural term the singular. The use of a particular gender in this Agreement is for convenience of reference only and
shall not affect the interpretation of this Agreement. The titles, captions or headings of the Sections and Articles
herein, are for convenience of reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement. The exhibits and schedules identified in this Agreement are incorporated herein
by reference and made a part hereof.

                                                      ARTICLE II

                                               PURCHASE AND SALE

2.1 Transfer of Transferred Intellectual Property. Upon the terms and subject to the conditions contained herein,
on the Closing Date, Sellers shall sell, convey, transfer, assign and deliver to Buyer all of Sellers' right, title and
interest in, to and under the Transferred Intellectual Property, and Buyer shall purchase the Transferred
Intellectual Property from Sellers. In addition, Sellers agree to execute and deliver either on the Closing Date or
thereafter such assignment documents or other documents as Buyer may reasonably request in order to affect and
record the transfer of the Transferred Intellectual Property.

2.2 IP Purchase Price. As consideration for the sale by Sellers of the Transferred Intellectual

Property, Buyer shall:

(a) (i) issue to Lu (or Lu's designee) on the Closing Date, TWO MILLION (2,000,000) shares of common
stock, $.001 par value per share, of Buyer;
(ii) pay to Lu (or Lu's designee) on the Closing Date, $150,000 USD cash; and
(iii) pay to Lu (or Lu's designee) following the Closing Date and until May 1, 2029, a cash amount equal to 4.8%
of Gross Revenue from sales of the Products; and

(b) (i) issue to Yu (or Yu's designee) on the Closing Date, TWO HUNDRED THOUSAND (200,000) shares of
common stock, $.001 par value per share, of Buyer; (ii) pay to Yu (or Yu's designee) on the Closing Date,
$25,000 USD cash; and (iii) pay to Yu (or Yu's designee) following the Closing Date and until May 1, 2029, a
cash amount equal to 0.2% of Gross Revenue from sales of the Products.

                                                             2
(c) Gross Revenue shall be calculated on a monthly basis and cash amounts payable pursuant to Section 2.2(a)
and 2.2(b) above shall be paid to Sellers within thirty (30) days after the end of each calendar month. Within ten
(10) days after the end of each calendar month, Buyer shall provide to Sellers a report stating the total number of
sales of Products occurring during such month and the Gross Revenue for such month.

2.3 Closing Costs; Transfer Taxes and Fees. Buyer shall pay the cost of all sales, use and transfer taxes arising
out of the transfer of the Transferred Intellectual Property pursuant to this Agreement and shall pay all costs and
expenses incurred in connection with obtaining or recording title to the Transferred Intellectual Property. The
sales, use and transfer tax returns required by reason of the transfer of the Transferred Intellectual Property
pursuant to this Agreement shall be timely prepared and filed by the party initially obligated by applicable
regulation to make such filing. The parties agree to cooperate with each other in connection with the preparation
and filing of such tax returns, in obtaining all available exemptions from such sales, use and transfer taxes, and in
timely providing each other with resale certificates and any other documents necessary to satisfy any such
exemptions.

                                                   ARTICLE III

                        REPRESENTATIONS AND WARRANTIES OF SELLERS

3.1 Representations and Warranties. Sellers represent and warrant to Buyer, as of the date

hereof, as follows:

(a) Complete Schedule. Schedule 1 contains a complete and accurate list of all of the Products constituting the
Transferred Intellectual Property.
(b) Rights Transferred. The Transferred Intellectual Property constitutes all of the intellectual property rights
owned by Sellers or their Affiliates that are used or held for use exclusively in connection with the Products as
presently conducted.

(c) No Infringement. There are no contracts with any person or entity or court orders currently in effect which
limit or restrict the right of Sellers to use, register, license or dispose of any of the Transferred Intellectual
Property in any manner. Neither Sellers nor any of their Affiliates is a defendant to any legal action relating to, nor
to Sellers' Knowledge have Sellers or any of their Affiliates otherwise been notified of, any claim that Sellers' use
of the Transferred Intellectual Property in connection with the Products infringes, dilutes, misappropriates or
otherwise violates the intellectual property or proprietary rights of any person or entity. To Sellers' Knowledge,
there is no infringement, dilution, misappropriation or other violation by any person or entity of any Transferred
Intellectual Property. To Sellers' Knowledge, Sellers' use of the Transferred Intellectual Property does not
infringe, dilute, misappropriate or otherwise violate the intellectual property rights of any person or entity.

                                                          3
(d) No Use by Third Parties. Sellers have not licensed, or in any other way authorized any third party to use in
any manner, any of the Transferred Intellectual Property, and to Sellers' Knowledge, there is no unauthorized use
thereof by any third party.

(e) Valid Ownership. Sellers own or have a valid right to use, sell, license, dispose of, and bring actions for the
infringement, dilution, misappropriation or other violation of each of the items of Transferred Intellectual Property,
free and clear of all liens, security interests, encumbrances and other claims. (f) Protection of Confidential
Information. Sellers and Sellers' Affiliates have taken reasonable steps necessary to protect Sellers' rights in
material trade secrets, know-how or other confidential or proprietary information included in the Transferred
Intellectual Property.

(g) No Other Agreement. Neither Sellers nor any of their Affiliates have any commitment or legal obligation,
absolute or contingent, to any person or entity other than Buyer to sell, assign, transfer or effect a sale of any of
the Transferred Intellectual Property or to enter into any contract or agreement or cause the entering into of a
contract or agreement with respect to the foregoing.

                                                   ARTICLE IV

             REPRESENTATIONS AND WARRANTIES AND COVENANTS OF BUYER

4 Corporate Status and Capacity. Buyer represents and warrants to Sellers, as of the date hereof, that (i) Buyer
is a corporation duly incorporated and validly existing under the laws of the State of Nevada; (ii) Buyer has all
requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder; and
(iii) this Agreement has been (or when executed and delivered, will have been) duly executed and delivered by
Buyer and constitutes (or, when executed and delivered, will constitute) legal, valid and binding obligations of
Buyer,

                                                           4
enforceable against Buyer in accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditor's rights generally or by equitable principles
(whether considered in an action at law or in equity).

                                                    ARTICLE V

                                   SURVIVAL AND INDEMNIFICATION.

5.1 Survival of Representations, Etc. All representations and warranties of Sellers and Buyer contained in this
Agreement shall survive the Closing Date. No claim may be made with respect to any alleged breach of a
representation or warranty of Sellers or Buyer contained in this Agreement, whether for indemnification in respect
thereof or otherwise, unless written notice of such claim setting forth the alleged breach and resulting claimed
damages in reasonable detail is given to Sellers or Buyer, as applicable. No right to indemnification in respect of
any breach of any representation or warranty of Sellers or Buyer contained in this Agreement shall be limited by
reason of any investigation or audit conducted before or after the Closing Date or by the knowledge of any
breach of a representation or warranty by the other party either before or after the Closing Date.

5.2 Indemnification.

(a) By Sellers. Sellers shall indemnify Buyer and its affiliates and their respective representatives, and hold each of
them harmless from and against any and all damages incurred by any of them in connection with, arising out of, or
resulting from (i) any breach or inaccuracy of any representation or warranty made by Sellers in this Agreement;
or (ii) any failure by Sellers to perform any agreement, covenant or obligation of Sellers pursuant to this
Agreement.

(b) By Buyer. Buyer shall indemnify Sellers and their Affiliates and their respective representatives, and hold each
of them harmless from and against any and all damages incurred by any of them in connection with, arising out of
or resulting from (i) any breach or inaccuracy of any representation or warranty made by Buyer in this
Agreement, (ii) any failure by Buyer to perform any agreement, covenant or obligation of Buyer pursuant to this
Agreement, or
(iii) the Transferred Intellectual Property from and after the Closing Date.

5.3 Notice of Claims . If a claim for damages (a "Claim") is proposed to be made by a party entitled to
indemnification hereunder (the "Indemnified Party") against the party from whom indemnification is claimed (the
"Indemnifying Party"), the Indemnified Party shall give written notice (a "Claim Notice") to the Indemnifying Party
as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give
rise to damages for which indemnification may be sought under this Section 5.3. If any legal action is commenced
against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the
Indemnifying Party as promptly as practicable (and in any event within ten (10) business days after the service of
the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect
rights to indemnification hereunder, except to the extent that the Indemnifying Party is materially prejudiced
thereby. A Claim Notice shall describe in reasonable detail the nature of the Claim, including an estimate of the
amount of damages that have been or may be suffered or incurred by the Indemnified Party attributable to such
Claim and the basis of the Indemnified Party's request for indemnification under this Agreement.

5.4 Assumption of Defense of Third Party Claims. After receipt of a Claim Notice with respect to a claim,
demand or action initiated by a Person which is not a party to this Agreement (a "Third Party Claim"), the
Indemnifying Party shall be entitled, if it so elects, at its own cost, risk and expense, (i) to take control of the
defense and investigation of such Third Party Claim and (ii) to employ and engage attorneys of its own choice to
handle and defend the same. If the Indemnifying Party fails to assume the defense of such Third Party Claim
within ten (10) business days after receipt of the Claim Notice, the Indemnified Party against which such Third
Party Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right
to undertake, at the Indemnifying Party's cost and expense, the defense, compromise

                                                          5
or settlement of such Third Party Claim on behalf of and for the account and risk of the Indemnifying Party;
provided, however, that such Third Party Claim shall not be compromised or settled without the written consent
of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The party that assumes
the defense of the Third Party Claim, shall keep the other party reasonably informed of the progress of any such
defense, compromise or settlement. Notwithstanding the foregoing, the Indemnified Party shall be entitled to
conduct its own defense at the cost and expense of the Indemnifying Party if the Indemnified Party establishes
that the conduct of its defense by the Indemnifying Party would reasonably be likely to prejudice materially the
Indemnified Party due to a conflict of interest between the Indemnified Party and the Indemnifying Party or their
legal counsel; and provided further that in any event the Indemnified Party may participate in such defense at its
own expense.

5.5 Settlement of Third Party Claims . In the event that the Indemnified Party settles any Third Party Claim
without the prior written consent of the Indemnifying Party, the Indemnifying Party shall have no further
indemnification obligations under this Article V with respect to such Third Party Claim; provided, however, that if
the Indemnifying Party refuses to defend or otherwise handle such Third Party Claim and it is subsequently
determined that the Indemnifying Party is or was obligated to defend or indemnify the Indemnified Party with
respect to such Third Party Claim, then the Indemnifying Party shall remain obligated with respect to such
settlement amount. If the Indemnifying Party controls the defense of any such Third Party Claim, the Indemnifying
Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or
delayed) before entering into any settlement of a Third Party Claim or ceasing to defend such Third Party Claim
if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief shall be imposed
against the Indemnified Party or if such settlement or cessation does not expressly and unconditionally release the
Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, without prejudice. In
the event that the Indemnifying Party proposes a settlement to any Third Party Claim which the Indemnifying
Party is or was entitled to defend, which settlement is satisfactory to the party instituting such Third Party Claim,
and the Indemnified Party withholds its consent to such settlement, and thereafter a final judgment is entered
against the Indemnifying Party or Indemnified Party pursuant to which damages exceed the amount of the
proposed settlement, then in such case the Indemnifying Party shall have no obligation to indemnify the
Indemnified Party under this Article V against and in respect of the amount by which the damages resulting from
such final judgment exceed the amount of the proposed settlement.

5.6 Cooperation. In the event that any action, suit, proceeding or investigation relating hereto or to the
transactions contemplated by this Agreement is commenced, whether before or after the Closing Date, the parties
hereto agree to cooperate and use reasonable efforts to vigorously defend against and respond thereto and make
reasonably available to each other such personnel, witnesses, books, records, documents or other information
within its control that are necessary or appropriate for such defense (except for trade secrets, documents subject
to any confidentiality agreement, attorney-client privilege or other applicable privilege and such items which may
not be made available pursuant to a court order).

                                                          6
5.7 Equitable Remedies; Remedies Cumulative .

(a) Specific Performance. Buyer acknowledges that its failure to comply with its obligations under this Agreement
may result in irreparable harm to Sellers. Sellers' right to commence any action at law or in equity under this
Agreement or in connection with any other claim arising out of or relating to Buyer's obligations under this
Agreement will include, but not be limited to, the right to assert a claim for specific performance of Buyer's
obligations thereunder without the need to post any bond or for any other undertaking. Sellers shall not be
required to prove actual damages in any such action for specific performance.

(b) Remedies Cumulative. The rights of Buyer under Section 5.2 shall be the exclusive remedy of Buyer with
respect to claims based upon a breach or alleged breach of the representations, warranties and covenants of
Sellers contained in this Agreement or any other agreement, certificate or instrument contemplated hereby or in
any other manner relating to the purchase and sale of the Transferred Intellectual Property or the transactions
contemplated hereby or thereby. The rights of Sellers under Section 5.2 shall be the exclusive remedy of Sellers
with respect to claims based upon a breach or alleged breach of the representations, warranties and covenants of
Buyer contained in this Agreement and any other agreement, certificate or instrument contemplated hereby or in
any other manner relating to the purchase and sale of the Transferred Intellectual Property or the transactions
contemplated hereby or thereby, except in the case of fraud, in which case, the foregoing limitation shall not
apply. Except as expressly set forth in this Agreement, neither Sellers nor any of their representatives or affiliates
makes or has made any representations or warranties, express or implied, in connection with the transactions
contemplated by this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in
this Agreement, the Transferred Intellectual Property shall be transferred to Buyer pursuant to this Agreement in
their present condition, "AS IS", with all faults, and without any warranty, express or implied. Buyer and Sellers
agree that the limitations of liability set forth in this Article V are reasonable under the circumstances existing as of
the date hereof.

                                                    ARTICLE VI

                                                MISCELLANEOUS.

6.1 Further Assurances. Each of Sellers and Buyer will use reasonable efforts to implement the provisions of this
Agreement, including but not limited to the execution and delivery of such other documents (including any license,
assignment or assumption agreement, official certificate of registration, renewal, transfer or other document
supporting ownership of trademarks) in addition to those specifically set forth in this Agreement, in form and
substance reasonably satisfactory to the other party, as may be reasonably deemed necessary to implement any
provision of this Agreement.

6.2 Assignment. Except as provided below, neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written consent of the other party. Sellers may assign or delegate any
of their rights or obligations hereunder, in whole or in part, to one or more of Sellers' Affiliates without the prior
written consent of Buyer; provided that

                                                            7
such assignment or delegation shall not release Sellers from their obligations hereunder. Buyer may assign or
delegate any of its rights or obligations hereunder in whole or in part (i) to one or more subsidiaries of Buyer, and
(ii) with the prior written consent of Sellers (which consent shall not be unreasonably withheld or delayed) to one
or more affiliates of Buyer. In addition, notwithstanding the foregoing, any assignment of rights or obligations
under this Agreement shall not relieve the assigning party of any of its obligations hereunder.

6.3 Notices . Any notice, request, demand or other communication required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly given: (i) when received if personally delivered; (ii)
when transmitted if transmitted by telecopy transmission only during the recipient's normal business hours unless
arrangements have otherwise been made to receive such notice by telecopy outside of normal business hours, or
otherwise on the next business day after transmission, in each case, with confirmation of successful transmission
received by the sender; (iii) the day after it is sent, if sent for next day delivery to a domestic address by
recognized overnight delivery service (e.g., DHL, UPS or Federal Express); and (iv) upon receipt, if sent by
certified or registered mail, return receipt requested. In each case notice shall be sent as indicated below:

If to Julianna (Jenny) Lu, addressed to:

Julianna (Jenny) Lu
Le Soleil Hotel, Suite 609
567 Hornby Street
Vancouver, BC Canada V6C 2E8

If to Xiao Fei Yu, addressed to:

Xiao Fei Yu
Dept. of Philosophy
P.O. Box 1070
Beijing 100091 PR China

If to Buyer, addressed to:

Attn: Julianna (Jenny) Lu
China Health Holding, Inc.
Suite 3400 - 666 Burrard St.
Park Place
Vancouver, BC Canada V6C 2X8

or to such other place and with such other copies as either party may designate as to itself by written notice to the
others.

6.4 Choice of Law. This Agreement shall be construed, interpreted and the rights of the parties determined in
accordance with the laws of the State of Nevada (without reference to its choice of law provisions).

                                                          8
6.5 Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of
Nevada, or, if it has or can acquire jurisdiction, in the federal courts located in the State of Nevada, and each of
the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action
or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in
the preceding sentence may be served on any party anywhere in the world.

6.6 Dispute Resolution; Mediation. In the event of any controversy or dispute related to or arising out of this
Agreement or the transactions contemplated hereby, the parties agree to promptly meet and confer in good faith
to attempt to resolve the controversy or dispute without an adversarial proceeding. Upon the mutual agreement of
the parties, if the controversy or dispute is not resolved, the parties may submit the controversy or dispute to non-
binding mediation upon terms to be mutually agreed by the parties at the time of the mediation. The parties
reserve the right to contest the mediator's decision in a formal judicial process.

6.7 Waiver of Trial by Jury. In the event any controversy or dispute related to or arising out of this Agreement or
the transactions contemplated hereby, is contested in a formal judicial process, each party hereby expressly
waives any right to trial by jury of any such action.

6.8 Entire Agreement; Amendments and Waivers . This Agreement, together with all exhibits and schedules
hereto, constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all
prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. This
Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.
No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing
by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided. No failure on the part of any party to exercise or delay in
exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude
any further or other exercise of such or any other right.

6.9 Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.

6.10 Facsimile Signatures. Any signature page delivered via a fax machine shall be binding to the same extent as
an original signature page. Any party who delivers such a signature page agrees to later deliver an original
counterpart to any party which requests it.

6.11 Expenses. Except as otherwise specified in this Agreement, each party hereto shall pay its own legal,
accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by such party in
preparation for carrying this Agreement into effect and the fees, costs and expenses of any investment banker,
advisor or broker.

                                                          9
6.12 Invalidity. In the event that any one or more of the provisions contained in this Agreement or in any other
agreement, certificate or instrument referred to herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement or any other such instrument.

6.13 Public Statements . Except as may be required by applicable regulations or the rules of any stock exchange,
no public announcement regarding this Agreement or the transactions contemplate hereby (which announcement
contains any of the financial terms hereof) shall be made by either party or their representatives or affiliates,
without the prior agreement of the other party, which agreement shall not be unreasonably withheld or delayed.

6.14 No Third-Party Beneficiary . The provisions of this Agreement are for the benefit only of the parties hereto,
and no third party may seek to enforce, or benefit from, these provisions; provided, however that the directors,
officers, employees, shareholders, partners and representatives of Buyer and Sellers are intended third party
beneficiaries of Section 5.2(a) and 5.2(b), as applicable. Except for the persons described in the immediately
preceding sentence, the parties specifically disavow any desire or intention to create any third party beneficiary
hereunder, and specifically declare that no person or entity, except for the parties and their respective successors,
shall have any right hereunder nor any right of enforcement hereof.

6.15 Representation of Counsel; Mutual Negotiation . Each party has had the opportunity to be represented by
counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been
negotiated and prepared at the joint request, direction, and construction of the parties, at arm's-length, with the
advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any
party. The parties' respective counsel may not be disqualified from representing their clients in indemnification or
other disputes arising out of this transaction by virtue of such counsel's prior representation of the other party in
an unrelated matter.

[Signature page follows]

                                                          10
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly or
authorized officers as of the day and year first written above.

                                                 SELLERS:

                            /s/ Julianna Lu
                            -----------------------------------------------

                            Julianna (Jenny) Lu

                            /s/ Xiao Fei Yu
                            -----------------------------------------------

                            Xiao Fei Yu




                                                  BUYER:

                                   CHINA HEALTH HOLDING, INC.

                            /s/ Julianna Lu
                            -----------------------------------------------
                             By:    Julianna (Jenny) Lu
                             Title: President and CEO




[Signature Page to Intellectual Property Purchase Agreement]

                                                     11
                                       SCHEDULE 1
                            TRANSFERRED INTELLECTUAL PROPERTY

o VG-KING. A natural tonic for men's health, formulated specifically for the male genitor-urinary system.
o VG-QUEEN. A natural product for women's health, formulated specifically for the female reproductive system.

o VG-VITAL. This formula acts as a natural energy resource and anti-oxidant. This product also is marketed as
an anti-fatigue and anti-aging agent and as a supplement to restore qii.
o VG-CARDIOVASCULAR. Designed to improve the function of the cardiovascular system, thereby improving
overall health.
o VG-IMMUNE. Enhances and restores the body's immune system.
o VG-BRAIN & MEMORY. Designed to increase blood flow to the brain and cerebral system to improve
memory and cerebral functions.
o VG-LIVER. Improves liver function and protects it from damage from inflammation, oxidation and infections
such as Hepatitis.
o VG-LUNG. Designed to improve and assist the functioning of the upper respiratory tract and lungs. This
product also is marketed to increase respiratory ventilation for athletes.
o VG-ALLERGY. Designed to reduce the allergic reactions of the human body. This product is marketed to
prevent allergic reactions and assist in recovery from allergic reactions.
o VG-EYE. Formulated specifically to improve eyesight and help eyes function properly. This product consists of
several herbal ingredients that have a long medical history of benefits for the eye and the optic n nerve system.
o VG-LONGEVITY. A special formula for prolonging people's life by reducing the progress of aging. This
product is designed to assist the body at multiple system levels, including the immune, nervous, cardiovascular
and respiratory systems.
o VG-ANTI-DIABETIC. A special formula designed to assist diabetics with managing their blood glucose levels
and resisting infection.
o VG-ANTI-TUMOR. Formulated specifically for cancer patients who are undergoing chemotherapy treatment.
This product is designed to help fight cancerous growths.
o VG-ANTI-COLD. Powerful anti-viral formula to help fight colds and viruses.
o VG-PROSTATE. Designed to improve the prostate and reduce the risk of prostate cancer.
o VG-WEIGHT CONTROL. Formulated to assist individuals with their weight loss goals.
o VG-SRP (Seven Rare Pill for Nourishing Hair). Specifically formulated to enhance deficiencies of the liver and
kidney, improve the early graying of hair, reduce nocturnal emission spermatorrhoea and decrease lassitude in
loin and knee.
o VG-MP (Motherwort Pill with Eight Precious Ingredients). Designed to enhance the tonifying qui and blood,
regulate menstruation, prevent miscarriage, enhance female regeneration functions and improve the body's energy
and endurance levels.
o VG-EPP (Decoction of Eight Precious Products for Refreshing). Designed to relieve acute alcoholism and
reduce restlessness.
o VG-PTI (Pill of Two Immortal). Designed to enhance kidney functions to reduce seminal emission. o VG-FZB
(Five-zi Bolus for Generation). Primarily for men, this product is designed to replenish and nourish marrow and
promote flow of kidney qii. This product was formulated for kidney problems, impotence, premature ejaculation
and early graying of hair.
o VG-FKB (Five Kernel Bolus). Moistens the intestines to relieve constipation.
o VG-LYZRW (Bolus of Longyan Aril and Wild Jujube Seed). Enriches the blood, tranquilize the mind, tone the
kidney and arrest spontaneous emission.
o VG-ZMGQW (Bolus of Sesame Seed and Wolfberry Fruit). Designed to invigorate the liver and kidney and
help prevent premature graying of hair.
o VG-ZMHTW (Bolus of Walnut and Sesame Seed). Designed to invigorate the liver, tone the kidney, improve
eyesight and moisten the intestines.
o VG-LZFLG (Cake of Lotus Seed and Poria). Designed to strengthen the spleen and relieve mental stress.

                                                       12
PRODUCTS EXCLUSIVE LICENSING AGREEMENT

THIS AGREEMENT is made and enters into effective on the date March 9th, 2004:

BETWEEN:

Hotway Nutraceutical Canada Co.,Ltd. (or its Norminee) a Company duly incorporated under the laws of the
Province of British Columbia, and having its office situate at: 1O1- 350 East Kent Avenue South, Vancouver,
BC Canada, V5X 4N6;

(hereinafter called the "LICENSOR")
OF THE FIRST PARTY

AND:

A E&E PHARMA (or its Nominee ), a Company duly incorporated under the laws of the Sate of Nevada,
USA, and having an office situated at: suite 2300 -1066 West Hastings Street, Vancouver, BC, Canada, V6E
3X2;

(hereinafter called the "LINENCEE")
OF THE SECOND PARTY

WHEREAS:

A. The Licensor is the legal and beneficial owner of " the 19 products" (The formulas and their Raw Materials
Manufacturing and Supply); CordyKing, EnergyCordy, LungCordy, CardioCordy, ImmuneCordy, BrainCordy,
KidneyCordy, LiverCordy, AllergyCordy, SightCordy, CordyMan, CordyWoman, LongevityCorrdy,
DiabeCordy, ProstCordy, TumorCordy, FitCordy, BeautyCordy and FluCordy Together with the proprietary
information, trade secrets, industrial knowledge and know-how related to the
products;

B. The Licensor desires to license to the Licensee exclusively in the defined Licensee's territory in connection with
the Licensee Utilizing the Licensed Products and their Raw Materials Exclusively Supply and the Licensee desires
to take a excusive license from the Licensor in the defined the Licensee's territory, to use the aforesaid "The
Products", and all Trade Mark, and the proprietary information, trade secrets, industrial knowledge and know-
how related thereto exclusively in the defined the Licensee's territory;

NOW THEREFORE THIS AGREEMENT WITNESSETH that for and other valuable consideration and in
consideration of the premises, the mutual covenants and agreement herein contained to be kept and performed by
each of the parties hereto, the parties hereto hereby agree as follows:

1. DEFINITIONS

1.1 In this Agreement the following definitions shall apply:

a. "Closing Date" means the date when both parties agree and sign this Agreement.

b. "The effective period" of this Agreement is 20 years from the "Closing Date" of this Agreement with an extra
20 years renewable with the same terms.

c. " Derivative Works " means any derivative of " the Products" , including any modification, refinement, upgrade,
improvement or derivation made to the Products by either the Licensor or the Licensee;
d. "Intellectual Property Rights" means all rights arising under federal, provincial, common or civil law with respect
to the Licensed Products, including, without limitation, all patents, copyrights, trade secrets, Trade-marks,
proprietary information and know-how;

e. "Licensed Products" means the Products, and their raw materials supply the Proprietary Information and any
Derivative Works;

f. "Licensee's Territory" means the geographical areas of: North America: United States (USA) and Canada,
South America: Argentina, Brazil, Columbia, Chile, Uruguay, Paraguay, European: England, France, Germany,
Italy, Spain, Holland, Poland, Switzerland, Sweden, and Australia, Monaco, Norway, Denmark, Austria, and
Ireland. Middle East: Israel. Kuwait, Iran. Asian: Hong Kong, Japan, Malaise, Singapore and India, Indonesia,
P.R. China

g. "Products" means: CordyKing, EnergvCordy, LungCordy, CardioCordy, lmmuneCordy, BrainCordy,
KidnevCordy, LiverCordy AllergyCordv, SightCordy, CordyMan, CordyWoman and LongevityCordy,
DiabeCordy, ProstCordy. TumorCordv, FitCordv, BeautyCordy and FluCordy and, their Raw Materials.

h. "Proprietary information" means the proprietary information, trade secrets, industrial knowledge and know-
how acquired and developed during the invention, developing and refinement of the Licensed Products and any
information concerning a party or a party's business whether or not a matter of public knowledge;

i. "Trade-marks" Trade Names/Brand Names "means the Trade-marks/Trade names/Brand Names registered
directly or indirectly in the name of the Licensee exclusively in the defined the Licensee's Territory.

j. "Utilize" means, when used in conjunction with the licensing of any Licensed Products, the act of assigning,
sublicensing, marketing, selling, using, exploiting and otherwise utilizing such Licensed Products.

2. PRODUCTS LICENSES

2.1 License

The Licensor hereby grants to the Licensee:

a. the exclusive license to utilize the Licensed products and their Raw Materials Supply exclusively in the
Licensee's Territory;

b. the exclusive rights to register the Trade marks/ Trade Names of the Licensed Products under the name of the
Licensee in the defined the Licensee's Territory;

c. the exclusive license to use, replicate, copy, modify, adopt and manufacture the Licensed Products for the
purpose of developing Derivative Works;

d. the exclusive license to use, replicate, copy, modify, adopt the Licensed Products for the exclusive purpose of
performing the Licensee's obligations under this Agreement and only to the extent reasonably required to
accomplish such purpose; and

e. the exclusive license to make copies of the Licensed Products for demonstration us only and to distribute them
at no charge, together with end-user licence in a form acceptable to the licensee and Licensor, and such
documentation as the Licensor and the licensee agree upon package in a form and substance acceptable to the
Licensor anal the Licensee for the exclusive purposes of demonstrating the Licensed Products by the Licensee
the Licensee' s territory.

                                                          2
f. the exclusive rights to the Licensed Products' formula products' ingredients for exclusively manufacturing for the
Licensee of the Licensed products and their raw materials exclusively supply in the defined the Licensee's
Territory. Also the Licensor will guarantee the quality of the Licensed Products and it's ingredients according
Health Canada & USA health regulations. Also the Licensor will guarantee the Supply for Licensed Products and
their raw materials to the Licensee in the is Agreement period in the defined territory countries;

g . The Licensor agree that the Licensee will have the 1st refusal right option to acquire any new products'
Licensing Rights in the Licensee' Territory which the Licensor has developed after this Agreement being signed by
both parties.

2.2 Transfer of Products and Proprietary information

The Licensor shall provide the Licensee with copies of the Products and Proprietary Information within 30 days
of the doe of this Agreement for the demonstration and marketing and valuation purposes.

2.3 Licensee's Review

With the full permission of Licensor tie authorized representatives of the Licensee could enter the Licensor'
promises at all reasonable times for the purpose of inspecting the Licensed Products and manufacturing
processing under this Agreement and the methods of the manufacturing them and shall, if called upon by the
Licensee to do so, furnish all necessary information and assistance to permit the Licensor to investigate and verify
the Licensor's compliance with this Agreement.

3. Trade-Marks/ Trade-Marks/Trade Names/Brand Names

3.1 License

The Licenser hereby grants to the Licensee the exclusive license muse and register the "Licensed Products"
directly or indirectly in the name of A E&E Pharma Corporation for its own Trade-marks or/and Trade
Names/Brand Names in the Licensee's Territory in connection with the Licensee Utilizing the Licensed product.

3.2 Ownership of Trade-Marks/Trade Names/Brand Names

The Licensor acknowledges that the Licensee is the sole owner of the Trade-Marks/Trade Narnes/Brand Names
for these Licensed Products in the Licensee's Territory in the connection with the Licensee Utilizing the Licensed
products and agrees that all use by the Licensee of the Trade-marks/Trade Names/Brand Names in any manner
whatsoever shall ensure to the benefit of the Licensee and that no right, title or interest in the Trade-marks/Brand
Names/Trade Names is transferred to the Licensor and any other 3rd parties except the right to use the Trade-
marks/Trade names/Brand Names in the manner and subject to the terns and conditions set forth herein.

3.3 Form of Trade-marks/TradeNames/Brand Names Use

The Licensor and the Licensee shall use the Names only in the style as registered tinder the Licensee (A E&E
Pharma Corporation) in the Licensee's Territory in connection with the Licensee Utilizing the Licensed products,
or if not registered, as used by the Licensor, and any variation from such style shall be subject to the Licensee's
prior written consent.

3.4 Unauthorized Use

The Licensor agrees not to use these Licensed Products and their raw materials in the define territory countries
for any other of the Trade-mark/Trade Names for any other 3rd parties, except exclusively use for the Trade-
marks/Brand Names/Brand Names of the Licensee in the Licensee's Territory, unless authorized to do so in
writing.

                                                         3
3.5 Defense of Trade-marks/Trade Names/Brand Names

The Licensor shall cooperate with the Licensee for the purpose of the licensee registering, maintaining, renewing,
or defending the Licencee's Trade-marks/Trade-Names/Brand Names, including executing and registering with
all applicable government or regulatory authorities registered user agreements for the Licensee's Trade-
marks/Trade names/Brand Names.

3.6 Compliance with Trade-mark/Trade-Name/Brand Name Law

The Licensor and the Licensee shall at all times comply with the Trade-marks/Trade- Names/Brand Names laws,
regulations, degrees and requirements in effect from time to time in the jurisdictions in which the Licensee
exclusively uses and register the Trade-marks/Trade- Names/Brand Names for these "Licensed Products", and
their raw materials.

3.7 Trade-marks/Trade-Names/Brand Names Credits

The Licensor and the Licensee shall include

a. on all Licensed Products and in all advertisements, specification sheets and other sales and promotional
material in or on which one of the Names/Brand Names is used, a notice stating that it is the Licensee's Trade-
marks/Trade-Names/Brand Names or other words of similar import; and

b. on all Licensed Products manufactured by the Licensor for the Licensee exclusively in the Licensee's Territory
bearing one or more of the Trade-marks/Trade-Names/Brand Names a notice that all such Trade-marks/Trade-
Names/Brand Names are Trade-marks/Trade-Names/Brand Names of the Licensee, or words of similar import,
shall have noted thereon the name of the manufacturer, the country of domicile, and the place of manufacture of
the Licensed products and, in addition, notice shall be given on such Licensed Products that they were
manufacture by the Licensor exclusively for the Licensee as a Licensee in the Licensee's Territory, or words of
similar import.

3.8 Use of Other Trade-marks/Trade- Names/Brand Names

The Licensee shall be entitled muse other designations or Trade-marks/Trade-Names/Brand Names in
connection with its Utilizing the Licensed Products but shall not adopt or use as one of its own
Trademarks/Trade-Names/Brand Names, Trade-Mark/Trade- Name/Brand Name which includes or which is
confusingly similar to any of the Trade-mark/Trade-name with one of the Trade-marks/trade-Names or
otherwise modify of alter any of the Trade- marks/Trade Names/Brand Names and, in the event the Licensee
calls the attention of the Licensor to any confusion or risk of confusion, the Licensor shall accept and adopt any
reasonable suggestion for avoid such confusion.

3.9 Prohibited Use of Trade marks/Trade-names/Brand Names

The Licensor acknowledges that is does not have the right to include or use any the Trade-
marks/TradeNames/Brand Names or any translation thereof in its corporate name or the corporate name of any
subsidiary or affiliate unless specifically authorized to do so in writing by the Licensee in the Licensee's Territory
in connection with the Licensee Utilizing the Licensed Products.

3.l0 Termination of Authorized Use and Name

Immediately upon termination upon written request by the Licensee, whichever occurs first., the Licensor Shall
take all steps necessary to cause steps necessary to cause the name of Licensor or any affiliate or subsidiary,
which may have one of the Trade-marks/Trade Names /Brand Names or translation involve, and shall cause to
filed promptly the necessary amendment documents with the appropriate authorities so as to correct the

                                                           4
corporate records to remove all reference to the Trade-mark/Trade Names/Brand Names or translation
involved.

3.11 No Registration by Licensor

The Licensor agrees that it will not register the Licensed Products and their raw materials in the Licensee's
Territory countries of the world (in connection with the Licensee Utilizing the Licensed Products) any of the
Trade-marks/Trade-Names/Brand Navies or translations thereof, or any Trade-mark and trade name/Brand
Names which includes or is similar to any of the Trade-marks/trade names/Brand Names unless specifically
authorized in writing do so by the Licensee or unless the Licensor is acting solely as agent for the Licensee's
Licensed Products which manufactured by the Licensor and Licensor manufactured for the Licensee exclusively
for marketing in the Licensee's Territory.

3.12 Maintenance of Trade-marks/Trade names/Brand Names & Goodwill

The Licensor agree that The Licensee shall exclusively register all these LICENSED Products/Trademarks/Trade
names/Brand Names in the Licensee's Territory countries of the world (in connection with the Licensee Utilizing
the Licensed Products).

The Licensor shall conduct its business and use these exclusive Trade-marks/trade names/Brand Names in the
promotion and sale of the Licensed products, in respect of the handling of warranty claims and maintenance and
the service matters after the sale of the Licensed Products, and all other matters affecting the Licensed products
in a manner in which will uphold and enhance the reputation of the Trademarks/Trade Names/Brand Names in
the market place and the Licensor will not engage in or permit any commercial or other practices which may tend
to injure or impair the value of the Trade-marks/Trade names/Brand Names and the Licensor shall accept and
adopt all reasonable suggestions for a change of any practices by the Licensor or others under its control which,
in the opinion of the Licensee, are harmful to any of the Trade-marks or the goodwill which they represent.

3.13 Application to other Trade-marks/Trade Names/Brand Names

The Licensee shall be entitled to the same rights and benefits and subject to the same duties and obligations as are
set forth herein for the Trade-Marks in respect of any Trade-marks or trade names or brand names which their
owners may authorize the Licensee to authorize the Licensor to use in connection with the Licensee's Utilizing the
Licensed products.

3.14Trade-marks/Trade Names/Brand Names Infringement

The Licensor agrees to notify the Licensee, in writing, of any conflicting uses of the Trade-Marks/Trade
names/Brand Names, any application for or any registration of any of them by anyone other than the Licensee
and acts of infringement or acts of unfair competition involving the Licensee's exclusive Trademarks/Trade
Names/Brand names, anywhere in the Licensee's Territory counties, promptly after such matters are brought to
its attention, or it has knowledge thereof.

3.15 Covenant of the Licensee

The Licensee convenants and agrees to maintain the Trade-marks/Trade names/Brand Names in good standing in
accordance with the requirements of the applicable legislation in the Licensee' Territory.

4. CONSIDERATION

4.1 The consideration due and payable to the Licensor from the Licensee for the Licenses granted to the
Licensee herein shall be:

A total amount of the $USD 10,000 for each country for the Licensed Products in the defined licensee's Territory

                                                         5
The payments will be paid to the Licensor from the Licensee within 12 months after the Closing Date of this
Agreement.

4.2. The Licensee agree to manage the minimum 2000 bottles/60 capsules order of the Licensed products in
each defined territory country within 6-1.2 months after the Closing Date of this Agreement;

4.3. The Licensee agrees to manage the North America TV Marketing Programs or other marketing means for
the Licensed Products within 3 to 6 months after the Closing date of this Agreement;

4.4. The Licensee agree to manage the minimum 6000 bottles/60 capsules annually for each defined country in
the Licensee's Territory within 6-12 months after the Closing Date of this Agreement.

4.5. The Licensee agree to manage the minimum order of the products raw materials for 200kg/mon in Canada
within 6-12 months after the Closing Date of this Agreement.

5. CLOSING

The Closing of the transaction contemplated herein shall take place at March 9th , 2004 in Vancouver, BC
Canada when both parties sign this Agreement, all the terms and conditions of this Agreement will start to be
effective immediately.

6. Delivery of Products

6.1 Within 10 days of the Licensee's execution of this Agreement, or within 10 days of when the same is available
to the Licensor, whichever is later, the Licensor shall delivery to the Licensee one copy of the current version of
each Product and the Proprietary information necessary to enable the Licensee to develop prototypes of the
Products and commercially exploit the Products within the Licensee 'Territory.

6.2 Each party shall deliver to the other, within 10 days of their development; any Derivative Works which that
party has developed.

7. Representations And Warranties of The Licensor

The Licensor represents and warrants to the Licensee that:

a. the Licensor is a corporation duly organized, validly existing and in good standing under the laws of British
Columbia, Canada, and has all requisite corporate power and authority to execute, deliver and perform under this
Agreement and consummate the transactions contemplated herein;

b, this Agreement has been duly and valid authorized, executed and delivered by the Licensor and constitute a
valid and binding obligation on the Licensor and fully enforceable in accordance with its terms;

c. the Licensor owns and possesses and has all Intellectual Property Rights and good and marketable title to the
Products free and clear of any and all mortgages, liens, charges, pledges, security interests, encumbrances and
other claims whatsoever, and the Licensor has full power and absolute authority to license the Products without
first obtaining the consent of any other person or body corporate except as set forth herein;

d. there is no pending or threatened legal actions or administrative hearing challenging the right of the Licensor or
its Intellectual Property Rights in the Products or its right to the Trade-marks;

e. no third parties have distribution rights or licenses to Utilize any of the Products which derived through the
Licensor in the Licensee's Territory;

f. the Licensor has the requisite power and authority to enter into this Agreement and this Agreements has been
duly and validly authorized, executed and delivered by the Licensor and constitutes s a valid and binding
obligation of the Licensor fully enforceable in accordance with its terms;

                                                          6
g. to the knowledge of the Licensor the Products do not infringe upon the proprietary rights of any other person
or entity.

8. Representations and Warranties of the Licensee

The Licensee represents and warrants to the Licensor that:

a. the Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State
of Nevada, USA, and has all requisite corporate power and authority to execute; deliver and perform under this
Agreement and consummate the transactions contemplated herein; and

b. no consent, authorization or approval of exemption by, or filing with, any governmental or public body or
authority is required in connection with the execution, delivery and performance by the Licensee of this
Agreement.

9. Conditions Pertinent to the Obligations of the Licensee

The obligations of the Licensee hereunder are subject to the fulfillment, at or prior to the Closing, of each of the
following conditions, any or all of which may be waived in writing hey the Licensee in its sole discretion:

a. Accuracy of Representations and Warranties

Each of the representations and warranties of the Licensor contained in this Agreement shall be true on and as of
the Closing date with the same force and effect as though made on and as of the Closing Date, and the Licensor
shall have delivered to the Licensee a certificate to that effect;

b. Performance of Covenants

The Licensor shall have performed and complied with all covenants, obligations and agreements to be performed
or complied with by it on or before the Closing Date pursuant to this Agreement;

c. Litigation, Etc.

The following legal information concerning the Licensor shall be true and accurate on and as of the Closing Date:

i. on claim, action, suit, proceeding, arbitration or hearing or notice of hearing shall be pending or threatened
against or affecting the Licensor, the Licensed Products or the Proprietary Information which would have a
material adverse effect upon the Licensor or the transaction contemplated by this Agreement;

ii. no violation shall exist, or be alleged by any governmental authority to exist, of any law, statute, ordinance or
regulation, the enforcement of which would materially adversely affect the Licensed Products or the Proprietary
Information; and

iii. no law, regulation or decree shall have been proposed, adopted or promulgated, or have become effective,
the enforcement of which would materially adversely affect the ability of the Licensor to consummate the
transactions contemplated by this Agreement;

d. Consents

The Licensor shall have delivered to the Licensee all consents and approvals of all persons and entities necessary
for the performance of the transactions contemplated in this Agreement;

10. Conditions Precedent to the Obligations of the Licensor

The obligations of the Licensor hereunder are subject to fulfillment, at or prior to the Closing , of each of the
following conditions, any or all of which may be waived in writing by the Licensor in its sole discretion:

a. Accuracy of Representations and warranties Each of the representations and warranties of the Licensee
contained in this Agreement shall be true on as of the Closing Date with the same force and effect as through
made as of the Closing Date, except as

                                                        7
affected by the transaction contemplated hereby and the Licensee, if requested, shall have delivered to the
Licensor a certificate to that effect;

b. Performance of Covenants

The Licensee shall have performed and complied with all covenants, obligations and agreements to be performed
or complied with by it on before the Closing Date pursuant to this Agreement; and

c. Litigation, Etc.

No claim, action, suit, proceeding, arbitration, investigation or hearing or notice of hearing shall be pending or
threatened against or affecting the Licensee which might result or has resulted either in an action to enjoin or
prevent or delay the consummation of the transactions contemplated by this Agreement.

11. Ownership of Intellectual Property Rights

12. Bilateral Non-disclosure Covenants

12.1 Covenant. not to Disclose

Each party shall use reasonable procedures to safeguard the Proprietary Information, including releasing the
Proprietary Information only to employees on a "need to know" basis and the parties covenant that during the
term of this Agreement and for a period of ten years thereafter they will not, unless required by law or regulatory
authority, at any time, without the express prior written consent of the other party, which consent shall not be
unreasonably withheld, disclose or otherwise make known or available to any person, firm, corporation or other
entity, or use for its own account, any Proprietary Information except as specifically permitted under this
Agreement.

12.2. Specific Performance

Each party acknowledges that:

a. the party who would be damaged by breach of the above covenant will not have any adequate remedy at law;
and accordingly, the parties agree that either party shall have the right, in addition to any other rights it may have,
to obtain in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any such covenants or any other obligations under this Agreement if a party is
failing to perform any of its obligations hereunder.

13. Export Regulations

The Licensee shall obtain at its expenses all necessary state and federal permits, licenses and approvals that are
necessary for the Licensee to export the Licensed Products and technologies to jurisdictions outside Canada and
the Licensor shall cooperate with the Licensee in all reasonable respects.

14. SubLicensing

The rights and licenses granted herein shall include the rights to grant sublicenses hereunder. The Licensee agree
to inform the Licensor for any sublicensing's information.

15. Territorial Limits

Nothing contained in this Agreement shall be construed to grant to the Licensee any rights to utilize the Licensed
Products outside the Licensee's Territory.

16. Refinement Disclosure

                                                           8
The parties shall disclose to each other all developments and improvements to the Licensed Products and all
technical data information relating to any such developments or improvements to the Licensed Products that
either may develop or acquire during the term of this Agreement.

17. Miscellaneous

17.1 Severability

The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of this
Agreement or the remainder of such section and any such provision of this Agreement that is so broad as to be
unenforceable shall be interpreted to be only so broad as is enforceable.

17.2 Headings

The headings of sections, subsections and paragraphs of this Agreement are inserted for convenience only and
shall not control or effect the meaning of construction of any of its provisions.

17.3 Waiver

No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action or compliance with any representation, warranty,
covenant or agreement contained herein, and the waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach.

17.4 Binding Effects, Benefits

This Agreement shall ensure to the benefit of and shall be binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns.

17.5 Entire Agreement, Amendment

This Agreement, including all schedules attached hereto, constitutes the entire agreement and supersedes all prior
agreements and understandings, oral and written, between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or terminated unless in a written instrument executed by the party or
parties sought to be bound.

17.6 Counterparts

]his Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed
to be an original and all of which together shall be deemed to be one and the same instrument.

17.7 Third Parties

Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies on any
person other than the parties to this Agreement, nor is anything in this Agreement intended to relieve or discharge
the obligation or liability of any third party, nor shall any provision give any third party any right of subrogation or
action against any party to this Agreement.

17.8 Governing Laws

This Agreement shall be construed as to both validity and performance and enforced in accordance with and
governed by the laws of Province of British Columbia.

17.9 Waiver of Breach

                                                           9
The waiver of any breach of any provision of this Agreement or failure to enforce any provision hereof shall not
operate or be construed as a waiver of any subsequent breach by any party.

17.10 Disputes

In any litigation or disputes arising out of this Agreement the prevailing party will be entitled to recover all
reasonable costs and attorney fees, including costs and fees on appeal.

17.11 Rights Cumulative

The provisions of this Agreement shall not be construed as limiting any rights or remedies that either party may
otherwise have under the applicable law.

17.12 Independent Counsel

Each party acknowledges that it has retained independent counsel to review the terms of this Agreement and to
advise as to the legal effect will have upon the respective rights and obligations arising hereunder.

17.13 Assignment Clause

This Agreement any not be assigned by either party without the consent of the other having first been obtained in
writing.

17.14 Force Majeure

Neither party hereto shall be responsible for the failure or delay in performing any of its obligations due to cause
beyond its control and these causes shall include, but shall not be restricted to fire, storm, flood, earthquake,
explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine
restrictions, labour disputes, transportation embargos, or failure or delays in transportation, acts of God. acts,
rules, regulations, orders or directives of any national government or agency thereof, acts, rules, regulations,
orders or directives of any provincial or local government or agency thereof, or the order of any court of
competent jurisdiction.

IN WITNESS WHEREOF, the parties hereto have hereunto execute this Agreement as of the day and year first
above written.

THE CORPROATE SEAL of

Was hereunto affixed in the presence of

                       /s/Julianna Lu
                       ------------------
                       Julianna Jenny Lu, The President/CEO, authorized signatory
                       A E&E Pharma Corporation, #2300 - 1066 West Hastings Street
                       Tel 604-601-8268, Fax: 604-601-8279.




          Witness Name:                                                      , Signature:

          -------------------------                                          ---------------------------
          Date: March 9th, 2004


          THE CORPROATE SEAL of
          Was hereunto affixed in the presence of

          /s/ Hua Zhu
          ---------------
          Mr. Zhu, Hua.: The Director
          Hotway Nutraceutical Canada Co., Ltd.
          101-350 East Kent Avenue South
        Vancouver, BC Canada V5X 4N6
        Tel: 604-683-091.2, Fax: 604-683-0930,
        March 9th, 2004




Witness Name:.

                 Mr. Zhu, Hua, Frank, Director of Hotway Signature: /s/ Frank Hua Zhu
                                                                    -----------------
                 Date: March 9th , 2004




                                                  10
PRODUCTS EXCLUSIVE LICENSING AGREEMENT

THIS AGREEMENT is made and enters into effective on the date March 9th , 2004;

BETWEEN:

Hotway Nutraceutical Canada Co., Ltd. ( or its Nominee) a Company duly incorporated under the laws of the
Province of British Columbia. and having its office situate at: 101-350East Kent Avenue South, Vancouver, BC
Canada, V5X 4N6;

                                        (hereinafter called the "LICENSOR")

                                             OF THE FIRST PARTY

                                                        AND:

A E&E PHARMA CORPORATION (or its Nominee), a Company duly incorporated under the laws of the
Sate of Nevada, USA, and having an office situate at: suite 2300 West Hastings Street, Vancouver, BC,
Canada, Y68 3X2;

                                        (hereinafter called the "LINENCEE")

                                            Of THE SECOND PARTY

                                                    WHEREAS:

A. The Licensor is the legal and beneficial owner of " the 2 products" (The formulas and their Raw Materials
Manufacturing and Supply): De-Daibe and Depressor Herbs Together with the information, trade secrets,
industrial knowledge and know-how related to the products";

B. The Licensor desires to license to the Licensee exclusively in the defined Licensee's territory in connection with
the Licensee Utilizing the Licensed Products and their Raw Materials Exclusively Supply and the Licensee desires
to take a exclusive license from the Licensor in the defined the Licensee's territory, to use the aforesaid "The
Products", and all Trade Mark, and the proprietary information, trade secrets, industrial knowledge and know-
how related thereto exclusively in the defined the Licensee's territory;

NOW THEREFORE THIS AGREEMENT WITNESSETH that for $1cdn and other valuable consideration
and in consideration of the premises, the mutual covenants and agreement herein contained to be kept and
performed by each of the parties hereto, the parties hereto hereby agree as follows:

1. DEFINITlONS

1. In this Agreement the fallowing definitions shall apply:

a. "Closing Date" means the date when both parties agree and sign this Agreement.

b. "The effective period" of this Agreement is 20 years from the "Closing Date" of this Agreement with an extra
20 years renewable with the same terms.

c. "Derivative Works" means any derivative of "the Products", including any modification, refinement, upgrade,
improvement or derivation made to the Products by either the Licensor or the Licensee;

d. "Intellectual Property Rights" means all rights arising under federal, provincial, common or civil law with respect
the Licensed Products including without limitation all patents copy right, trade secrets, trade-marks , proprietary
information and know - how:
e. "Licensed Products" means the Products, and their raw materials supply the Proprietary Information and any
Derivative Works;

f "Licensee's Territory" means the geographical areas of North America: United States (USA) and Canada,
South America: Argetina, Brazil, Columbia, Chile, Uruguay, Paraguay, European: England, France, Germany,
Italy, Spain, Holland, Poland, Switzerland, Sweden, and Australia, Monaco, Norway, Denmark, Austria, and
Ireland. Middle East: Israel, Kuwait, Iran. Asian: Hong Kong, Japan, Malaise, Singapore and India, Indonesia,
P.R. China

g. "Products" means De-Diabe and Depressor-Herbs and their Raw Materials.

g. "Proprietary Information" means the proprietary information, trade secrets, industrial knowledge and know-
how acquired and developed during the invention, developing and refinement of the Licensed Products and any
information concerning a party or a party's business whether or not a matter of public knowledge;

h. "Trade-marks/ Trade Names/Brand Names "means the Trade-marks/Trade names/Brand Names registered
directly or indirectly in the name of the Licensee exclusively in the defined the Licensee's Territory.

i. "Utilize" means, when used in conjunction with the licensing of any Licensed Products, the act of assigning,
sublicensing, marketing, selling, using, exploiting and otherwise utilizing such Licensed Products.

2. PRODUCTS LICENSES

2.1 License

The Licensor hereby grants to the Licensee:

a. the exclusive license to utilize the Licensed Products and their Raw Materials Supply exclusively in the
Licensee's Territory;

b. the exclusive rights to register the Trade marks/'Trade Names of the Licensed Products under the name of the
Licensee in the defined the Licensee's Territory;

c. the exclusive license to use, replicate, copy, modify, adopt and manufacture the Licensed Products for the
purpose of developing Derivative Works;

d, the exclusive license to use, replicate, copy, modify, adopt the Licensed Products for the exclusive purpose of
performing the Licensee's obligations under this Agreement and only to the extent reasonably required to
accomplish such purpose; and

e. the exclusive license to make copies of the Licensed Products for demonstration use only and to distribute
them at no charge, together with end-user license in a form acceptable to the Licensee and the Licensor, and such
documentation as the Licensor and the Licensee agree upon, packaged in a form and substance acceptable to the
Licensor and the Licensee for the exclusive purposes of demonstrating the Licensed Products by the Licensee the
Licensee's territory.

f the exclusive rights to the Licensed Products' formula products' ingredients for exclusively manufacturing for the
Licensee of the Licensed products and their raw materials exclusively supply in the defined the Licensee's
Territory. Also the Licensor will guarantee the quality of the Licensed Products and raw material to the Licensee
in this Agreement period in the define territory countries;

                                                         2
g. The Licensor agree that the Licensee will have the refusal right option to acquire any new products Licensing
Rights in the Licensee Territory which the Licensor has developed after this Agreement being signed by both
parties.

2.2 Transfer of Products and Proprietary Information

The Licensor shall provide the Licensee with copies of the Products and Proprietary Information within 30 days
of the date of this Agreement for the demonstration and marketing and valuation purposes.

2.3 Licensee's Review

With the full permission of the Licensor, the authorized representatives of the Licensee could enter the Licensor's
premises at all reasonable times for the purpose of inspecting the Licensed Products and manufacturing
processing under this Agreement and the methods of the manufacturing them and shall, if called upon by the
Licensee to do so, furnish all necessary information and assistance to permit the Licensor to investigate and verify
the Licensor's compliance with this Agreement.

3. Trade-Marks/Trade Names/Brand Names License

3.1 License

The Licensor hereby grants to the Licensee the exclusive license to use and register the "Licensed Products "
directly or indirectly in the name of A E&E Pharma Corporation for its own Trade-marks or/and Trade
Names/Brand Names in the Licensee's Territory in connection with the Licensee Utilizing the Licensed products.

3.2 Ownership of Trade-Marks/Trade Names/Brand Names

The Licensor acknowledges that the Licensee is the sole owner of the Trade-Marks/Trade Names/Brand Names
for these Licensed Products in the Licensee's Territory in the connection with the Licensee Utilizing the Licensed
products and agrees that all use by the :Licensee of the Trade-marks"/Trade Names/Brand Names in any manner
whatsoever shall ensure to the benefit of the Licensee and that no right, title or interest in the Trade-marks/Brand
Names/Trade Names is transferred to the Licensor and any other 3"' parties except the right to use the Trade-
marks/Trade names/Brand Names in the manner and subject to the terms and conditions set forth herein.

3.3 Form of Trade-marks/Trade Names/Brand Names Use

The Licensor and the Licensee shall use the Trade-marks/Trade-Names/Brand Names only in the style as
registered under the Licensee (A E&E Pharma Corporation) in the Licensee's Territory in connection with the
Licensee Utilizing the Licensed products, or if not registered, as used by the Licensor, and any variation from
such style shall be subject to the Licensee's prior written consent.

3.4 Unauthorized Use

The Licensor agrees not to use these "Licensed Products and their raw materials in the define territory countries
for any other of the Trade-mark/Trade Names for any other parties, except exclusively use for the Trade-
marks/Brand Names/Brand Names of the Licensee in the Licensee's Territory, unless authorized to do so in
writing.

3.5 Defense of Trade-marks/Trade Names/Brand Navies

The Licensor shall cooperate with the Licensee for the purpose of the licensee registering maintaining renewing,
licensing, or defending the Licensee's Trade-marks Names /Brand Names, including

                                                         3
executing and registering with all applicable government or regulatory authorities registered user agreements for
the Licensee's Trade-marks/Trade- names/Brand Names.

3.6 Compliance with Trade-mark/Trade-Name/Brand Name Law

The Licensor and the Licensee shall at all times comply with the Trade-marks/Trade- Names/Brand Names laws,
regulations, degrees and requirements in effect from time to time in. the Jurisdictions in which the Licensee
exclusively uses and register the Trade-marks/Trade- Names/Brand Names for these "Licensed Products" and
their raw materials.

3.7 Trade-marks/'Trade-Names/Brand Names Credits The Licensor and the Licensee shall include

a. on all Licensed Products and in all advertisements, specification sheets and other sales and promotional
material in or on which one of the Trade-marks/Trade- Names/Brand Names is used, a notice stating that it is the
Licensee's Trade-marks/Trade-Names/Brand Names or other words of similar import; and

b. on all Licensed Products manufactured by the Licensor for the Licensee exclusively in the Licensee's Territory
bearing one or more of the Trade-marks/Trade-Names/Brand Names a notice that all such Trademarks/Trade-
Names/Brand Names are Trade-marks/Trade-Names/Brand Names of the Licensee, or words of similar import,
shall have noted thereon the name of the manufacturer, the country of domicile, and the place of manufacture of
the Licensed products and, in addition, notice shall be given on such Licensed Products that they were
manufactured by the Licensor exclusively for the Licensee as a Licensee in the Licensee's Territory, or words of
similar import.

3.8 Use of Other Trade-marks/Trade- Names/Brand Names

The Licensee shall be entitled to use other designations or Trade-marks/Trade-Names/Brand Names in
connection with its Utilizing the Licensed Products but shall not adopt or use as one of its own
Trademarks/Trade-Names/Brand Names, a Trade-Mark/Trade- Name/Brand Name which includes or which is
confusingly similar to any of the Trade-mark/Trade-name with one of the Trade-marks/Trade-Names or
otherwise modify of alter any of the Trade-marks/Trade Names/Brand Names and, in the event the Licensee
calls the attention of the Licensor to any confusion or risk of confusion, the Licensor shall accept and adopt any
reasonable suggestion for avoid such confusion.

3.9 Prohibited Use of Trade marks/Trade-names/Brand Names

The Licensor acknowledges that is does not have the right to include or use any the Trade-marks/Trade-
Names/Brand Names or any translation thereof in its corporate name or the corporate name of any subsidiary or
affiliate unless specifically authorized to do so in writing by the Licensee in the Licensee's Territory in connection
with the Licensee Utilizing the Licensed Products.

3.l0 Termination of Authorized Use and Name

Immediately upon termination upon written request by the Licensee, whichever occurs first, the Licensor Shall
take all steps necessary to cause the name of the Licensor, or any affiliate or subsidiary which may have one of
the Trade-marks/Trade Names/Brand Names or translation thereof in its name to be changed to remove there
from the Trade-Marks/Trade Names/Brand Names or translation involved, and shall cause to filed promptly the
necessary amendment documents with the appropriate authorities so as to correct the corporate records to
remove all reference to the Trade-mark/'Trade Names/Brand Names or translation involved.

3.11 No Registration by Licensor

                                                          4
The Licensor agrees that it will not register the Licensed Products and their raw materials in the Licensee's
Territory countries of the world (in connection with the Licensee Utilizing the Licensed Products) any of the
Trade marks/Trade-Names/Brand Names or translations thereof, or any Trade-mark and trade name/Brand
Names which includes or is similar to any of the Trade-marks/trade names/Brand Names unless specifically
authorized in writing do so by the Licensee or unless the Licensor is acting solely as agent for the Licensee's
Licensed Products which. manufactured by the Licensor and Licensor manufactured for the Licensee exclusively
for marketing in the Licensee's Territory.

3.12 Maintenance of Trade-marks/Trade names/Brand Names & Goodwill

The Licensor agree that The Licensee shall exclusively register all these LICENSED Products/Trademarks/Trade
names/Brand Names in the Licensee's Territory countries of the world (in connection with the Licensee Utilizing
the Licensed Products).

The Licensor shall conduct its business and use these exclusive Trade-marks/Trade Names/Brand Names in the
promotion and sale of the Licensed products, in respect of the handling of warranty claims and maintenance and
the service matters after the sale of the Licensed Products, and all other matters affecting the Licensed products
in a manner in which will uphold and enhance the reputation of the Trademarks/Trade Names/Brand Names in
the market place and the Licensor will not engage in or permit any commercial or other practices which may tend
to injure or impair the value of the Trade-marks/Trade names/Brand Names and the Licensor shall accept and
adopt all reasonable suggestions for a change of any practices by the Licensor or others under its control which,
in the opinion of the Licensee, are harmful to any of the Trade-marks or the goodwill which they represent.

3.13 application to other Trade-marks/Trade Names/Brand Names

The Licensee shall be entitled to the same rights and benefits and subject to the same duties and obligations as are
set forth herein for the Trade-Marks in respect of any Trade-marks or trade names or brand names which their
owners may authorize the Licensee to authorize the Licensor to use in connection with the Licensee's Utilizing the
Licensed products.

3.14 Trade-marks/Trade Names/Brand Names Infringement

The Licensor agrees to notify the Licensee, in writing, of any conflicting uses of the Trade-marks/Trade
Names/Brand Names, any application for or any registration of any of them by anyone other than the Licensee
and acts of infringement or acts of unfair competition involving the Licensee's exclusive Trademarks/Trade
Names/Brand names, anywhere in the Licensee's' Territory counties, promptly after such matters are brought to
its attention, or it has knowledge thereof.

3.15 Covenant of the Licensee

The Licensee covenants and agrees to maintain the Trade-marks/Trade names/Brand Names in good standing in
accordance with the requirements of the applicable legislation in the Licensee Territory.

4. CONSIDERATION

4.1 The consideration due and payable to the Licensor from the Licensee for the Licenses granted to the
Licensee herein shall be:

A total amount of the $USD 10,000 for each country for the Licensed Products in the defined Licensee's
Territory.

The payments will be paid to the Licensor from the Licensee within 12 months after the Closing Date of this
Agreement.

                                                         5
4.2. The Licensee agree to manage the minimum 2000 bottles/60 capsules order of the Licensed products in
each defined territory country within 6-12 months after the Closing Date of this Agreement;

4.3. The Licensee agrees to manage the North America TV Marketing Programs or other marketing means for
the Licensed Products within 3 to 6 months after the Closing date of this Agreement;

4.4. The Licensee agree to manage the minimum 6000 bottles/60 capsules annually for each defined country in
the Licensee's Territory within 6-12 months after the Closing Date of this Agreement.

4.5. The Licensee agree to manage the minimum order of the products raw materials for 200kg/mon in Canada
within 6-12 months after the Closing Date of this Agreement.

5. CLOSING

The Closing of the transaction contemplated herein shall take place at March 9, 2004 in Vancouver, BC Canada
when both parties sign this Agreement, all the terms and conditions of this Agreement will start to be effective
immediately.

6. Delivery of Products

6.1 Within 10 days of the Licensee's execution of this Agreement, or within 10 days of when the same is available
to the Licensor, whichever is later, the Licensor shall delivery to the Licensee one copy of the current version of
each Product and the Proprietary Information necessary to enable the Licensee to develop prototypes of the
Products and commercially exploit the Products within the Licensee 'Territory.

6.2 Each party shall deliver to the other, within 10 days of their development; any Derivative Works which that
party has developed.

7. Representations And Warranties of The Licensor

The Licensor represents and warrants to the Licensee that:

a. the Licensor is a corporation duly organized, validly existing and in good standing under the laws of British
Columbia, Canada, and has all requisite corporate power and authority to execute, deliver and perform under this
Agreement and consummate the transactions contemplated herein;

b. this Agreement has been duly and. valid authorized, executed and delivered by the Licensor and constitute a
valid and binding obligation on the Licensor and fully enforceable in accordance with its terms;

c. The Licensor owns and possesses and has all Intellectual Property Rights and good and marketable title To the
Products free and clear of any and all mortgages, liens, charges, pledges, security interests, encumbrances and
other claims whatsoever, and the Licensor has full power and absolute authority to license the Products without
first obtaining the consent of any other person or body corporate except as set forth herein;

d. There is no pending or threatened legal actions or administrative hearing challenging the right of the Licensor or
its Intellectual Property Rights in the Products or its right to the Trade-marks;

e. No third parties have distribution rights or licenses to utilize any of the Products, which derived through The
Licensor in the Licensee's Territory;

f. The Licensor has the requisite power and authority to enter into this Agreement and this Agreement has been
duly and validly authorized, executed and delivered by the Licensor and constitutes a valid and binding obligation
of the Licensor fully enforceable in accordance with its terms;

g. To the knowledge of the Licensor the Products do not infringe upon the propriety rights of any person or
entity.

8. Representations and Warranties of the Licensee
6
The licensee represents and warrants to the Licensor that:

a. Licensee is a corporation duty organized, validly existing and in good standing under the laws of State of
Nevada, USA, and has all requisite corporate power and authority to execute, deliver and perform under this
Agreement and consummate the transactions contemplated herein; and

b. no consent authorization or approval of exemption by or filing with, any governmental or public body or
authority is required in connection with the execution, delivery and performance by the Licensee of this
Agreement.

9. Conditions Pertinent to the Obligations of the Licensee

The obligations of the Licensee thereunder are subject to the fulfillment, at or prior to the Closing, of each of the
Following conditions, any or all of which may be waived in writing by the Licensee in its sole discretion:

a. Accuracy of Representations and Warranties

Each of the representations and warranties of the Licensor contained in this Agreement shall be true on and as of
Closing date with be same force and effect as though made on and as of the Closing Date, and the Licensor shall
have delivered to the Licensee a certificate to that effect;

b. Performance of Covenants

The Licensor shall have performed and complied with all covenants, obligations and agreements to be performed
or complied with by it on or before the Closing Date pursuant to this Agreement;

c. Litigation, Etc.

The following legal information concerning the Licensor shall be true and accurate on and as of the Closing Date:

i. on claim, action, suit, proceeding, arbitration or hearing or notice of hearing shall be pending or threatened
against or affecting the Licensor, the Licensed Products or the Proprietary Information which would have a
material adverse effect upon the Licensor or the transaction contemplated by this Agreement;

ii. no violation shall exist, or be alleged by any governmental authority to exist, of any law, statute, ordinance or
regulation, the enforcement of which would materially adversely affect the Licensed Products or the Proprietary
Information; and iii. no law, regulation or decree shall have been proposed, adopted or promulgated, or have
become effective, the enforcement of which would materially adversely affect the ability of the Licensor to
consummate the transactions contemplated by this Agreement;

d. Consents

The Licensor shall have delivered to the Licensee all consents and approvals of all persons and entities necessary
for the performance of the transactions contemplated in this Agreement;

10. Conditions Precedent to the Obligations of the Licensor

The obligations of the Licensor hereunder, are subject to fulfillment, at or prior or to the Closing, of each of the
following conditions, any or all of which may be waived in writing by the Licensor in its sole discretion:

a. Accuracy of Representations and warranties

Each of the representations and warranties of the Licensee contained in this Agreement shall be true on as of the
Closing with the force and effect Date, except as affected by the transaction contemplated hereby and the
Licensee, if requested, shall have delivered to the Licensor a certificate to that effect;

b. Performance of Covenants
The Licensee shall have performed and complied with all covenants, obligations and agreements to be performed
or complied with by it on before the Closing Date pursuant to this Agreement, and

                                                      7
c. Litigation, Etc.

No claim, action, suit, proceeding, arbitration, investigation or hearing or notice of hearing shall be pending or
threatened against or affecting the Licensee which might result or has resulted either in an action to enjoin or
prevent or delay the consummation of the transactions contemplated by this Agreement.

11. Ownership of Intellectual Property Rights

12. Bilateral Non-disclosure Covenants

12.1 Covenant not to Disclose

Each party shall use reasonable procedures to safeguard the Proprietary Information, including releasing the
Proprietary Information only to employees on a "need to know" basis and the parties covenant that during the
term of this Agreement and for a period of ten years thereafter they will not, unless required by law or regulatory
authority, at any time, without the express prior written consent of the other party, which consent shall not be
unreasonably withheld, disclose or otherwise make known or available to any person, firm, corporation or other
entity, or use for its own account, any Proprietary Information except as specifically permitted under this
Agreement.

12.2. Specific Performance Each party acknowledges that:

a. the party who would he damaged by breach of the above covenant will not have any adequate remedy at law;
and accordingly, the parties agree that either party shall have the right, in addition to any other rights it may have,
to obtain in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any such covenants or any other obligations under this Agreement if a party is
failing to perform any of its obligations hereunder.

13. Export Regulations

The Licensee shall obtain at its expenses all necessary state and federal permits, licenses and approvals that are
necessary for the Licensee to export the Licensed Products and technologies to jurisdictions outside Canada and
the Licensor shall cooperate with the Licensee in all reasonable respects.

14. SubLicensing

The rights and licenses granted herein shall include the rights to grant sublicenses hereunder. The Licensee agree
to inform the Licensor for any sublicensing's information.

15. Territorial Limits

Nothing contained in this Agreement shall be construed to grant to the Licensee any rights to Utilize the Licensed
Products outside the Licensee's Territory.

16. Refinement Disclosure

Tile parties shall disclose to each other all developments and improvements to the Licensed Products and all
technical data information relating to any such developments or improvements to the Licensed Products that
either may develop or acquire during the term of this Agreement.

17. Miscellaneous Hotway Neutraceutical Canada CO., Ltd #101 - 350 East Kent Avenue South Vancouver,
BC

17.1 Severability

                                                           8
The invalidity of all or any part of any section of this Agreement shall not render invalid the remainder of this
Agreement or the remainder of such section and any such provision of this Agreement that is so broad as to be
unenforceable shall be interpreted to be only so broad as is enforceable.

17.2 Headings

The headings of sections, subsections and paragraphs of this Agreement are inserted for convenience only and
shall not control or effect the meaning of construction of any of its provisions.

17.3 Waiver

No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action or compliance with any representation, warranty,
covenant or agreement contained herein, and the waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach.

17.4 Binding Effects, Benefits

This Agreement shall ensure to the benefit of and shall be binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns.

17.5 Entire Agreement, Amendment

This Agreement, including all schedules attached hereto, constitutes the entire agreement and supersedes all prior
agreements and understandings, oral and written, between the parties hereto with respect to the subject matter
hereof and may not be amended, modified or terminated unless in a written instrument executed by the party or
parties sought to be bound.

17.6 Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed, shall be deemed
to be an original and all of which together shall be deemed to be one and the same instrument.

17.7 Third Parties

Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies on any
person other than the parties to this Agreement, nor is anything in this Agreement intended to relieve or discharge
the obligation or liability of any third party, nor shall any provision give any third party any right of subrogation or
action against any party to this Agreement.

17.8 Governing Laws

This Agreement shall be construed as to both validity and performance and enforced in accordance with and
governed by the laws of Province of British Columbia.

17.9 Waiver of Breach

The waiver of any breach of any provision of this Agreement or failure to enforce any provision hereof shall not
operate or be construed as a waiver of any subsequent breach by any party.

17.10 Disputes

In any litigation or disputes arising out of this Agreement the prevailing party will be entitled to recover all
reasonable costs and attorney fees, including costs and fees on appeal.

17.10 Rights Cumulative

                                                            9
The provisions of this Agreement shall not be construed as limiting any rights or remedies that either party may
otherwise have under the applicable law.

17.11 Independent Counsel

Each party acknowledges that it has retained independent counsel to review the terms of this Agreement and to
advise as to the legal effect will have upon the respective rights and obligations arising hereunder.

17.12 Assignment Clause

This Agreement any not be assigned by either party without the consent of the other having first been obtained in
writing.

17.13 Force Majeure

Neither party hereto shall be responsible for the failure or delay in performing any of its obligations due to cause
beyond its control and these causes shall include, but shall not be restricted to fire, storm, flood, earthquake,
explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine
restrictions, labor disputes, transportation embargos, or failure or delays in transportation, acts of God. acts,
rules, regulations, orders or directives of any national government or agency thereof, acts, rules, regulations,
orders or directives of any provincial or local government or agency thereof, or the order of any court of
competent jurisdiction.

IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement as of the day and year
first above written.

THE CORPROATE SEAL of

Was hereunto affixed in the presence of

          /s/Julianna Lu
          -----------------
          Julianna Jenny Lu
          The President/CEO, authorized signatory
          A E&E Pharma Corporation, #2300 --1 6 West Hastings Street, Vancouver BC Canada
          Tel 604-601-8268, Fax: 604-601-8279.




Witness Name:

THE CORPROATE SEAL of

Was hereunto affixed in the presence of

                   /s/ Hua Zhu
                   ------------------
                   Mr. Zhu, Hua.: The Director Hotway Nutraceutical Canada Co., Ltd.
                   101-350 East Kent Avenue South Vancouver, BC Canada V5X 4N6
                   Tel: 604-683-0912, Fax: 604-683-0930,
                   March 9th., 2004




                                                         10
1 " Hotway Nutraceuticals Canada Co. Ltd."

                                          Manufacturing Agreement

                                        with " China Health Holding Inc."

THIS AGREEMENT is effective the 8th day of June AD. 2004

BETWEEN:

CHINA HEALTH HOLDING INC. (Or Nominee) a Nevada, USA Corporation, having an office situated at #
3523 -666 Burrard Street, Vancouver, BC Canada V6C 2X 8 ("China Health")

AND:

Hotway Nutraceuticals Canada Co. Ltd. (or Nominee), a British Columbia Company with offices at #101 - 350
East Kent Ave., BC Canada V5X 4N6 (" Hotway")

RECITALS:

1. CHINA HEALTH is a Global Pioneer and Leader in the Global Health Food Industry for Manufacturing,
Marketing and Distribution of 100% Natural Food Supplements and Special Herbal Products, and incorporated
in Nevada USA Corporation;

2. Hotway is a BC Canada incorporated Company which manufactures herbal ingredients.

3. China Health has requested, and Hotway has agreed, to manufacture certain herbal ingredients and
supplements for CHINA HEALTH' s Private Label Brand on the terms and conditions set out below.

For and in consideration of One Dollar ($1.00) and the mutual promises contained in this Agreement, the parties
agree as follows:

1. Supply of Products

1.1. Hotway agrees to manufacture some special herbal ingredients supplements for CHINA HEALTH private
label brand (" China Health Supplement(s)'). The nature and specifications of each Ingredient and Supplement
will be determined by CHINA HEALTH;

1.2. The parties will agree on the price and minimum order required in relation to each Supplement.

1.3. If the parties are unable to agree on the price and minimum order for a particular Ingredient and Supplement,
then China Health will have the right to have the Supplement manufactured by another company without owing
any money, damages, compensation or otherwise to Hotway with respect to that Supplement.

1.4. Once the Parties have agreed to the terms for a lngredient and a Supplement, a Schedule form will be
completed and signed by both Parties ("Signed Specification Form"). Signed Specifications Forms will become
part of this Agreement. The price specified in any such Schedule shall be subject to revisions by Hotway on Sixty
(60) days written notice to CHINA HEALTH. Hotway has the right to limit quantities ordered by CHINA
HEALTH in excess of the minimum order requirements having regard among other things to its production
capabilities.

                                                        1
Note: The Hotway customer signed quote will be part of the Signed Specification Form

(Please see the attachment for this Agreement)

1.5. Subject to Section 1.4, during the term of the Agreement and any Renewal Term if applicable, Hotway will
manufacture and supply to CHINA HEALTH the Ingredient and Supplement at the price and in strict
accordance with the nature and specifications as set out in the Signed Specification Form.

1.6. CHINA HEALTH will apply for all applicable Naturals Product Numbers (NPN) required for a new
Supplement. CHINA HEALTH will retain the exclusive rights to the use of all NPN' s that it applies for in
relation to a Supplement and CHINA HEALTH also will retain the exclusive rights to the use of all NPN' s that
China health applies for in relation to a Supplement. Each Signed Specification Form shall indicate which of
CHINA HEALTH is to apply for a NPN in respect of such Supplement.

1.7. Hotway is solely responsible for providing accurate information to CHINA HEALTH for inclusion of
ingredients on labels for the Supplement containers. If labels are to be supplied by Hotway, CHINA HEALTH
will approve same on a timely basis, Hotway will manufacture or procure the labels to the standards set out in the
Specifications. Hotway will supply and affix labels in accordance with the Specifications.

1.8. Hotway will ensure that all Supplement containers are bottled in containers chosen and approved by
CHINA HEALTH and described in the Signed Specification Form for such Supplements and that the containers
are properly sealed and tamper proofed.

1.9. During the term of this Agreement, anytime CHINA HEALTH requires a Ingredient and Supplement to be
manufactured it will inform Hotway of the type, nature and specifications of the Ingredient and Supplement
required and Hotway will have an opportunity to submit a quote for such Ingredient and Supplement. Hotway
recognizes that CHINA HEALTH may also ask other companies for quotes on such Supplement and that
CHINA HEALTH in its sole discretion may chose the supplier for such Supplement.

2. Mutual Covenants

2.1. Subject to paragraph 2.2, any formula for Supplements manufactured by Hotway, where the formulation is
created by CHINA HEALTH ("CHINA HEALTH Formulas"), will remain the sole and exclusive property of
CHINA HEALTH and Hotway agrees to make no proprietary claim either directly or indirectly to such formula.
CHINA HEALTH acknowledges that Hotway manufactures and supplies CHINA HEALTH' s PRIVATE
LABLE BRAND products: THE INGREDIENTS AND SUPPLEMENTS SOLELY AND EXCLUSIVELY
FOR CHINA HEALTH.

2.2. It is understood that the rights and obligations relating to the CHINA HEALTH Formulas as set out in
clauses 2.1 and 2.2 do not apply to those formulas that:

a. have been independently developed or legally acquired by CHINA HEALTH, as the case may be, without the
use of any information supplied by the other party to this Agreement;

b. have appeared in any printed publication or have or are otherwise part of the public domain, except if such
information has become part of the public domain as a result of an act of omission of the other party to this
Agreement; or

c. were acquired by CHINA HEALTH as the case may be from a third party having 'the right to disclose same
to China health as the case may be, provided that such third party did not receive the information on a
confidential basis from the other party to this Agreement.

                                                        2
Formulas which otherwise would be considered CHINA HEALTH Formulas shall not be considered as falling
into the exceptions contained in (a), (b) or (c) above simply because they are incorporated or intermingled with
the more general information as described in (a), (b) or (c).

2.3. Each party' s licenses, permits and any other authorization required including but not limited to permits,
licenses and authorizations in relation to the formulation, labeling and packaging of all Supplements, are and shall
be in good standing during the Term and any Renewal Term.

2.4. Neither party shall, without the prior consent of the other party, directly or indirectly, use or disclose to any
person, company or business any confidential or proprietary information or intellectual property relating to the
business affairs of the other party including but not limited to CHINA HEALTH Formulas as defined in clauses
2.1, 2.2 and 2.3, which were rendered or provided as a result of this Agreement. This clause shall survive the
termination of this Agreement and the expiry of the Term or any Renewal Term, anything to the contrary in this
Agreement notwithstanding.

2.5. Neither party may assign this Agreement without the prior written consent of the other party.

2.6. If either party makes any material default in the terms of the Agreement, the non-defaulting party may give
notice to the defaulting party to remedy the default. The defaulting party shall remedy the default within 30 days.
In the event the defaulting party does not remedy the default within such period of time, the non-defaulting party
has the right to terminate this Agreement on 7 days written notice to the defaulting party, without prejudice to the
non-defaulting party' s rights and remedies for breach of the Agreement. Notwithstanding the foregoing, in the
event of bankruptcy or insolvency of the other party or assignment of this Agreement without consent, the non-
defaulting party has the right to terminate forthwith.

2.7. The minimum order requirement and nature or specifications of a Supplement which are set out in the Signed
Specification Form may not be changed during the term of the Agreement or any Renewal Term if applicable,
unless such change is agreed to by both parties.

3. CHINA HEALTH Covenants

3.1. Subject to clause 3.2, Hotway has the exclusive right to manufacture some special herbal ingredients
CHINA HEALTH for the term of the Agreement and any Renewal Term if applicable where there is a Signed
Specification Form in relation to that Supplement. The exclusive shall apply so long as: (a) the parties have agreed
on price and Hotway has not served any notice on A E&E of any intended price increase; and (b) to the extent
Hotway has limited quantities, A E&E may obtain excess quantities from other suppliers.

3.2. If Hotway does not comply with the delivery schedule as set out in paragraph 8.1 for any supplement and
does not remedy the failure within 30 days of notice, then Hotway no longer has the exclusive right to
manufacture the Supplement and China Health may have the Supplement manufactured by another company,
without prejudice to CHINA HEALTH rights and remedies against Hotway for noncompliance with the delivery
schedule set out in the Agreement.

4. Ordering

4.1. Upon receiving Orders, Hotway shall commence manufacturing the Supplements in accordance with this
Agreement.

5. Term

5.1. The Term of this Agreement is two (5) years from the effective date of this Agreement ("Term").

                                                           3
6. Option to Renew

6.1. Either party shall have an option to renew this Agreement for one Term of 5 years ("Renewal Term")
provided that written notice is given by one party to the other at least 90 days before the expiry of the Term.

6.2. The Renewal Term shall be on the same terms and conditions as contained in this Agreement and in
accordance with the price, minimum order, nature and specifications of any Signed Specification Form for any
Supplement, where such signed Specification Form is in existence prior to the expiry of the Term.

7. Payment

7.1. Hotway will invoice the CHINA HEALTH for the Herbal Ingredients and Supplements ordered by CHINA
HEALTH. If Hotway invoices to a third party, Hotway has the right to establish credit arrangements satisfactory
to it with any designated wholesaler and must be satisfied with the ability of such designated wholesaler to pay. If
at any time any designated wholesaler defaults or the financial condition of such designated wholesaler is
compromised, Hotway has the right to refuse to sell to or invoice that party.

7.2. Payment terms and other terms and conditions satisfactory to Hotway will be established between Hotway
and CHINA HEALTH and shall have no obligation to supply, sell or ship to the wholesaler except in accordance
with such terms and conditions. Hotway shall have the right to alter such payment terms and conditions from time
to time.

7.3. If either CHINA HEALTH or its designated is in default of its payment obligations, Hotway will not be
obliged to supply any further Supplements to either until the default is rectified and terms and conditions of
payment are made to the satisfaction of Hotway.

8. Delivery

8.1. All pricing will be quoted FOB Hotway warehouse. Manufacturing time may very for I week to 10 weeks
(depending on product and quantity ordered) from when Hotway receives a purchase/shipping order for
Supplements from A E&E or it designate. Such orders shall conform to limits set herein and/or in the Signed
Specification Form

9. Warranties

9.1. CHINA HEALTH will be responsible for any personal injury, property damage, patent claims and all other
monetary and economic damage by reason any act or omission of CHINA HEALTH or any persons for whom
CHINA HEALTH is in law responsible in relation to CHINA HEALTH' obligations under this Agreement and/or
the Supplements or use thereof and without limiting the generality of the foregoing, directly or indirectly related to:

a. CHINA HEALTH Formulas as defined in clauses 2.2 and 2.3;

b. the design, content, description, ingredient listing and layout of labels supplied by CHINA HEALTH to
Hotway for the ingredients and supplements;

c. violation of any patents in relation to Supplements where the said formulation was created by CHINA
HEALTH; or

d. CHINA HEALTH breach of any term of this Agreement.

                                                          4
9.2. Hotway warrants that the Supplements will meet CHINA HEALTH' specifications as set out in the Signed
Specification Form.

9.3. Hotway will be responsible for any and all personal injury, property damage, patent claims and all other
monetary and economic damage by reason of a or directly or indirectly arising out of any act or omission of
Hotway or any persons for whom Hotway is at law responsible in relation to Hotway' s provision of services and
carrying out of obligations under this Agreement and, without limiting the generality of the foregoing, shall include
anything that is directly or indirectly related to:

a. Contamination of ingredients used by Hotway in any of the Supplements beyond that permitted by law,

b. Hotway Formulas as defined in clauses 2.1 and 2.3;

c. non-observance or non-performance of any laws, ordinances, regulations or requirements of any Federal,
Provincial, Municipal or other authority in the manufacture by Hotway of Supplements;

d. incorrect labeling of ingredients contained in the Supplements;

e. violation of any patents in relation to Supplements where the said formulation was created by Hotway; or

f. Hotway's breach of any term of this Agreement.

9.4. Clauses 9.1, 9.2 and 9.3 shall survive any termination of this Agreement and the expiry of any Term or any
Renewal Term, anything in this Agreement to the contrary notwithstanding.

9.5. Hotway warrants that its employees are qualified and trained to perform the obligations of the Hotway under
this Agreement.

9.6. Hotway warrants that it will comply with all applicable municipal, provincial and federal laws, regulations,
directives, orders and ordinances in manufacturing Supplements for CHINA HEALTH.

10. Indemnification

10.1. Hotway shall indemnify and save harmless CHINA HEALTH, its agents, employees, store owners
operating under the Program, officers and assigns from and against all actions or causes of action, damages,
costs, loss or expenses of whatever kind (including without limitation legal fees on a solicitor and client basis)
which CHINA HEALTH or its agents, employees, store owners, officers, sub-contractors and assigns may
sustain, incur or be put to by reason of or directly or indirectly arising out of any act or omission of Hotway or
any persons for whom Hotway is, in law responsible in relation to Hotway' s provision of services and carrying
out of obligations under this Agreement, and without limiting the generality of the foregoing anything that is directly
or indirectly related to:

a. Contamination of ingredients used by Hotway in any of the Supplements beyond that permitted by law;

b. Hotway' s Formulas as defined in clauses 2.1 and 2.3;

c. non-observance or non-performance by Hotway or any persons for whom Hotway is at law responsible of
any of the obligations imposed under the provisions of any laws, ordinances, regulations or requirements of any
Federal, Provincial, Municipal or other authority in the manufacturing by Hotway of the Ingredients and
supplements;

d. incorrect labeling of ingredients in the Supplements;

e. contamination beyond that set out in the Specifications of ingredients of the Supplements;

                                                           5
f. violation of any patents in relation to Supplements where the said formulation was created by Hotway; or

g. Hotway's breach of any term of this Agreement.

10.2. Paragraph 10.1 shall survive the termination of this Agreement and the expiry of the Term or any Renewal
Term.

10.3. CHINA HEALTH agrees to indemnify and save harmless Hotway its agents, employees, officers and
assigns from and against any and all matter of actions or causes of actions, damages, costs, loss or expenses of
whatever kind
(including but without limitation to legal fees on a solicitor and client basis) which Hotway or its agents,
employees, subcontractors and assigns may sustain, incur or be put to by reason of or directly or indirectly arising
out of any act or omission of CHINA HEALTH in relation to CHINA HEALTH' obligations under this
Agreement and/or Supplements or use thereof and without limiting the generality of the foregoing, anything that is
directly or indirectly related to:

a. CHINA HEALTH Formulas as defined in clauses 2.2 and 2.3;

b. the design, content, description, ingredient listing and layout of the labels supplied by CHINA HEALTH to
Hotway for the Supplements,,

c violation of any patents in relation to Supplements where the said formulation was created by CHINA
HEALTH; or

d. CHINA HEALTH breach of any term of this Agreement.

10.4. Paragraph 10.3 shall survive termination of this Agreement and the expiry of the Term or any Renewal
Term.

11. Hotway insurance

11.1. Hotway shall at its sole cost and expense during the Term and any Renewal Term if applicable, take out
and maintain in full force and effect the following:

a. comprehensive bodily injury, property damage and product liability insurance applying to the operations of
Hotway and any of its employees or agents and any persons for whom Hotway in law is responsible which shall
include without limiting the foregoing, personal injury liability, product liability, property damage liability,
environmental liability, contractual liability and protective liability with respect to anything to do with the
manufacture, formulation, ingredients used, method of production, labeling, tamper proofing of Supplement
containers, or contamination, pertaining to of any of the Supplements, and such insurance shall be written for an
amount of not less than $2,000,000.00 per occurrence or such higher amount as CHINA HEALTH may from
time to time reasonably require, with a deductible of no more than $5,000.00; and

b. any other forms of insurance as CHINA HEALTH may reasonably require from time to time in amounts and
for perils against which a prudent organization carrying out similar work as Hotway would protect itself.

11.2. All polices of insurance referred to in this section shall include the following provisions:

a. the policy shall not be affected or invalidated by any act, omission or negligence of any person which is not
within the knowledge or control of the insured hereunder;

b. shall contain a waiver of any subrogation rights which Hotway' s insurers may have against CHINA HEALTH
and against those with whom CHINA HEALTH is in law responsible, whether any insured' s loss or damage is
caused by the act, omission and negligence of CHINA HEALTH,

                                                           6
or by those whose act CHINA HEALTH is in law responsible or otherwise;

c. shall include CHINA HEALTH and any other persons or entities designated by CHINA HEALTH as
additional insured and shall provide that each person, or entity insured under such policies shall be insured in the
same manner and to the same extent as if separate policies had been issued to each;

d. shall include a cross liability clause allowing any one of the named insured to recover its loss on the policy
notwithstanding that the other named insured was the cause of the loss; and

e. shall contain an undertaking by the insurers to give CHINA HEALTH not less than 60 days prior written
notice of any cancellation or any termination thereof, or any changes which restricts or reduces the coverage
afforded thereby.

11.3. Hotway agrees that a certificate of insurance confirming this insurance is in place shall be delivered to A
E&E as soon as practicable after the placing thereof.

11.4. For good and valuable consideration, Hotway does hereby release and relieve CHINA HEALTH and
those for whom CHINA HEALTH is in law responsible including but not limited to any store owners operating
under the Program, from liability and responsibility for, and waives its entire claim for recovery of any loss or
damage whatsoever arising out of or incident to, the occurrence of any of the perils covered by the insurance
policy which Hotway is obligated to obtain and maintain under the terms of this Agreement.

11.5. Paragraph 11.4 shall survive any termination of this Agreement and the expiry of the Term or any Renewal
Term, anything in this Agreement to the contrary notwithstanding.

12. CHINA HEALTH' s Insurance

12.1. CHINA HEALTH shall at its sole cost and expense during the Term and any Renewal Term if applicable,
take out and maintain in full force and effect the following:

a. comprehensive bodily injury, product liability and property damage liability insurance applying to the operations
of CHINA HEALTH and its employees, or agents or any persons for whom CHINA HEALTH is in law
responsible, which shall include without limiting the foregoing, personal injury liability, product liability, contractual
liability, property damage liability, and protective liability with respect to the design and layout of the labels used
on the Supplements and any formulation of the Supplements where CHINA HEALTH has created the
formulation, and such insurance shall be written for an amount of not less than $2,000,000.00 per occurrence, or
such higher amount as HOTWAY may from time to time reasonably require, with a deductible of no more than
$5,000.00; and

b. any other forms of insurance as Hotway may reasonably require from time to time in amounts and for perils
against which a prudent organization carrying out similar work as A E&E would protect itself.

12.2. All policies of insurance referred to in this section shall include the following provisions:

a. the policy shall not be affected or invalidated by any act, omission or negligence of any person which is not
within the knowledge or control of the insured hereunder;

b. shall contain a waiver of any subrogation right which A E&E insurers may have against Hotway and against
those for whom Hotway is in law responsible, whether any insured's loss or damage is caused by the art,
omission or negligence of Hotway or by those for whose act Hotway is, in law responsible or otherwise;

c. shall include Hotway and any other person or entities designated by

                                                            7
Hotway as additional insured and shall provide that each person, or entity such policy shall be insured in the same
manner under the same extent as if separate policies had been issued to each;

d. shall include a cross liability clause allowing any one of the named insured to recover its loss on the policy
notwithstanding that the other named insured was the cause of the loss; and

e. shall contain an undertaking by the insurers to give Hotway not less than 60 days prior written notice of any
cancellation or other termination thereof, or any change which restricts or reduces the coverage afforded thereby.

12.3. CHINA HEALTH agrees that a certificate of insurance confirming their insurance is in place shall be
delivered to Hotway as soon as practicable after placing thereof.

12.4. For good and valuable consideration CHINA HEALTH does hereby release and relieve Hotway and
those persons for whom Hotway is in law responsible, from liability and responsibility for, and waives its entire
claim for recovery of any loss or damage whatsoever arising out of or incident to, the occurrence of any of the
perils covered by, or which would be covered by the insurance policy which CHINA HEALTH is obligated to
obtain and maintain in force under the terms of this Agreement.

12.5. Paragraph 12.4 shall survive any termination of this Agreement and the expiry of the Term or any Renewal
Term thereof, anything in this Agreement to the contrary notwithstanding.

13. Force Majeure

13.1. If the performance of this Agreement by any party, or of any obligation under this Agreement (other than
the payment of the monetary amounts provided for in this Agreement), is prevented, restricted, or interfered with
by reason of any acts which are beyond the reasonable control of the party affected, then the party so affected is,
upon giving written notice to the other party, excused from such performance to the extent of such prevention,
restriction, or interference. The party so affected will use its best efforts to avoid or remove the cause of non-
performance and continue performance hereunder with the utmost dispatch whenever such causes are removed.
Upon such circumstances arising, the parties shall meet forthwith too discuss what, if any, modification may be
required to be made to the terms of this Agreement in order to arrive at an equitable solution.

14 General

Except where otherwise indicated in this Agreement, the parties agree that any and all disputes arising out of this
Agreement in respect of the interpretation of its provisions shall be arbitrated by an Arbitrator agreed upon as
acceptable by both parties and appointed in accordance with the Commercial Arbitration Act, RSBC 1996,
Chapter 55 or any amendments or any legislation in substitution therefore. The parties agree to meet on at least
one occasion to resolve the dispute prior to the commencement of arbitration.

This Agreement shall be the entire agreement between the parties and supercedes any prior agreement.

Each party will bear their own legal costs associated with the preparation of this Agreement and any other
documents required under this Agreement.

Neither the execution of this Agreement nor the performance by parties of any of its rights and obligations under
this Agreement shall create a partnership between the parties.

Each party is an incorporated or otherwise validly existing business entity under the laws of British Columbia
and/or Canada, and under the laws of Nevada fState and/or USA and is in good standing and is qualified to
carry on business in British Columbia.

Each party has the corporate or other power, capacity and authority to carry on its business and to perform the
obligations under this Agreement.

                                                          8
This Agreement shall enure to the benefit of and be binding upon the parties, successors and permitted assigns.

The failure of either party to insist on the: strict performance of any terms of this Agreement, or the exercise of
any Term, right or remedy contained in this Agreement shall not be construed as a waiver or relinquishment by
that party for the rights or remedies under this Agreement.

The captious appearing in this Agreement are inserted for convenience of reference only and shall not affect the
interpretation of this Agreement.

This Agreement shall be governed by and interpreted by the laws of the Province of British Columbia.

Any communications under this Agreement shall be in writing and delivered by courier or faxed to the address
and fax number of each party set out below:

Schedule A and Appendix A can be changed with both parties written consent

          CHINA HEALTH HOLDING INC.                           Hotway Nutraceuticals Canada Co. Ltd.
          Suite 3523 --666 Burrard Street                     #101 --350 East Kent Ave.,
          Vancouver, BC Canada V6C 2X8                         Vancouver, BC Canada V5X 4N6




The parties shall execute and deliver all other appropriate agreements and other instruments, and taken any other
actions necessary to give full -effect to this Agreement and to make this Agreement legally effective, binding and
enforceable as between them and against third parties.

This Agreement may be executed in any number of counterparts. Any executed counterparts shall be construed
as an original. All executed counterparts together shall constitute the Agreement.

IN WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement under seal, to
have effect as of the Effective Date.

CHINA HEALTH HOLDING, INC.

                                          /s/ Julianna Lu
                                     Per: -------------------------------
                                             Authorized Signatory
                                     ------------------------------------
                                     Julianna jenny Lu, The President/CEO

                                     Date: ------------------------------




Corp Seal: -------------------------

Hotway Nutraceuticals Canada Co., Ltd.

                                          /s/ David Woo
                                     Per: -------------------------------
                                            Authorized Signatory




Dr. Woo, David The President/CEO
                                    /s/ Hua Zhu
                                    ------------------------------------
                                    Mr. Zhu, Hua, The Director

                                     Date: ------------------------------
Corp Seal: -------------------------

                                       9
Schedule "A"

                                           SPECIFICATION FORM

(to be completed and signed by both parties for EACH INGREDIENT AND Supplement manufactured by
HOTWAY NUTRACEUTICALS CO. LTD.)

Name of Product:

Product UPC:

Description of product:

Hotway quote number:

Hotway signed quote attached to this form:

Obligation to apply for NPN: ----------- Hotway --------------- CHINA HEALTH

            CHINA HEALTH HOLDING INC.                  Hotway Nutraceuticals Canada Co., Ltd.
            By its authorized signatory:                         By its authorized signatory:
             ----------------------------                      --------------------------------




DATE ------------------------ OF ----------------------- YEAR
MANUFACTURING AGREEMENT

This Manufacturing Agreement ("Agreement") is entered into this 9th day of Feb/2004 by and between the
following parties;

                      1. Manufacturer: Canadian Phytopharmaceuticals Corp.

                            Address:        Unit 3150-21331 Gordon Way
                                            Richmond, BC
                                            Canada V6W 1J9

                      2. Customer:          A E&E Health Superfranchise
                                            A E&E Pharma Corporation (or its nominee)
                           Address:         Suite 2300-1066 West Hastings Street
                                            Vancouver, BC
                                            Canada V6E 3X2




1.01 WORK LICENSE

Canadian Phytopharmaceuticals Corp. agrees to use reasonable commercial efforts to perform the work
(hereinafter "Work") pursuant to Blanket Purchase Orders or changes thereto issued by A E&E Health
Superfranchise-A E&E Pharma Corporation (or its nominee) and accepted by Canadian Phytopharmaceuticals
Corp. Canadian Phytopharmaceuticals Corp. acknowledges that time is of the essence in the performance of
"Work".

Work shall mean to procure components, materials, equipment and other supplies and to manufacture, assemble,
and test products (hereinafter "Products") pursuant to detailed written specifications for each such Product which
are provided by A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) and accepted by
Canadian Phytopharmaceuticals Corp. and to deliver such Products. For each Product or revision thereof,
written specifications shall include but are not limited to bill of materials, process documentation, test
specifications, current revision number, and approved vendor list (hereinafter "Specifications") as attached hereto.

Canadian Phytopharmaceuticals Corp. will keep restricted confidential terms and exclusive rights for A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee): any patents, trade secrets, and other
intellectual properties which has been provided by A E&E Health Superfranchise---A E&E Pharma Corporation
(or its nominee) to Canadian Phytopharm.aceuticals Corp.: which will be exclusively, and restricted confidential
terms/rights/USE for A E&E Health Superfranchise---A E&E Pharma Corporation (or its

                                                         1
nominee)'s BRANDING PRODUCTS OR/AND MANUFACTURING PRODUCTS, ETC., which
shall
not be used for any other company or branding products.

2.0 FORECASTS, ORDERS, MATERIAL PROCUREMENT

2.1 FORECASTS

See Addendum A

2.2. ORDERS

See Addendum A

The parties agree that the terms and conditions contained in this Agreement or Addendum A shall prevail over
any terms and conditions of any Blanket Purchase Order, acknowledgment form or other instrument.

2.3 MATERIAL PROCUREMENT.

A E&E Health Superfranchise A E&E Pharma Corporation (or its nominee) accepted Blanket Purchase Orders
will constitute authorization for Canadian Phytopharmaceuticals Corp. to procure, using standard purchasing
practices, the components, materials and supplies necessary for the manufacture of Products ("Inventory")
covered by such Blanket Purchase Orders.

See Addendum A

3.0 SHIPMENTS, SCHEDULE CHANGE, CANCELLATION

3.1 SHIPMENTS.

All Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in
accordance with A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee)'s Specifications,
marked for shipment to A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee)'s destination
specified in the applicable Daily Release Order and delivered to a carrier or forwarding agent. Shipment will be
F.O.B. Canadian Phytopharmaceuticals Corp.' facility at which time risk of loss and title will pass to A E&E
Health Superfranchise-A E&E Pharma Corporation (or its nominee). All freight, insurance and other shipping
expenses, as well as any special packing expenses not included in the original price quotation for the Products will
be paid by A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee).

3.2 QUANTITY INCREASES AND SHIPMENT SCHEDULE CHANGES

                                                         2
See Addendum A

3.3 CANCELLATION

A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee) will not cancel any Daily Release
Orders. For cancellation of Blank Purchase Orders, Canadian Phytopharmaceuticals Corp. will use reasonable
commercial efforts to return unused inventory to its vendors and to cancel pending orders for such inventory.
Canadian Phytopharmaceuticals Corp. will also use reasonable commercial efforts to sell any excess inventory
caused by the cancellation through its distribution channel to minimize the loss. *

4.0 PRODUCT ACCEPTANCE AND WARRANTIES

4.1 PRODUCT ACCEPTANCE.

The Products delivered by Canadian Phytopharmaceuticals Corp. will be inspected and tested as required by
A.E&E Health Superfranchise-A E&E Phama Corporation (or its nominee) within * of receipt. According to
Health Canada Regulations or if products are found to be defective in material or workmanship, A E&E Health
Superfranchise-A E&E Pharma Corporation (or its nominee) has the right to reject such Products during said
period. Products not rejected during said period will be deemed accepted. A E&E Health Superfranchise-A
E&E Pharma Corporation (or its nominee) has the right to reject such Products during said period by notifying
Canadian Phytopharmaceuticals Corp. in writing at the address provided above, attention President. A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee) may return defective Products, freight
collect, after obtaining a return material authorization number from Canadian Phytopharmaceuticals Corp. to be
displayed on the shipping container and completing a failure report. Rejected Products will be promptly repaired
or replaced, at Canadian Phytopharmaceuticals Corp.' option, and returned freight pre-paid. If the Product is
source inspected by A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee) prior to
shipment, A E&E Health Superfranchise-A E&E Pharma Corporation (or its nominee) will inspect goods within
* of its request date.

4.2 EXPRESS LIMITED WARRANTY.

Canadian Phytopharmaceuticals Corp. warrants that the Products will conform to A E&E Health Superfranchise
A E&E Pharma Corporation (or its nominee)'s applicable Specifications and will be free from defects in
workmanship for a period of * from the date of shipment. Canadian Phytopharmaceuticals Corp. shall warrant
the materials to the same extent that the manufacturer warrants the materials to Canadian Phytopharmaceuticals
Corp. This express limited warranty does not apply to (a) materials consigned or supplied by A E&E Health
Superfranchise-A E&E Pharma Corporation (or its nominee) or Canadian Phytopharmaceuticals Corp.; (b)
defects resulting from A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee)'s

                                                       3
Specifications or the design of the Products; (c) any other defects not caused by Canadian Phytopharmaceuticals
Corp.; or (d) Product that has been abused, damaged, altered or misused (not used as in accordance to the
product specification) by any person or entity after title passes to A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee). With respect to first articles, prototypes, pre-production units, test units or
other similar Products, Canadian Phytopharmaceuticals Corp. makes no representations or warranties
whatsoever. Notwithstanding anything else in this Agreement, Canadian Phytopharmaceuticals Corp. assumes no
liability for or obligation related to the performance, accuracy, specifications, failure to meet specifications or
defects of or due to tooling, designs or instructions produced or supplied by A E&E Health Superfranchise---A
E&E Pharma Corporation (or its nominee) and A E&E Health Superfranchise --- A E&E Pharma Corporation
(or its .nominee) shall be liable for costs or expenses incurred by Canadian Phytopharmaceuticals Corp. related
thereto. Upon any failure of a Product to comply with the above warranty, Canadian Phytopharmaceuticals
Corp.' sole obligation, and A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee)'s sole
remedy, is for Canadian Phytopharmaceuticals Corp., at its option, to promptly repair or replace such unit and
return it to A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) freight collect. A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall return Products covered by the
warranty freight pre-paid after completing a failure report and obtaining a return material authorization number
from Canadian Phytopharmaceuticals Corp. to be displayed on the shipping container.

SEE ADDENDUM A

CANADIAN PHYTOPHARMACEUTICALS CORP. MAKES NO OTHER WARRANTIES OR
CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER
PROVISION OF THIS
AGREEMENT OR COMMUNICATION WITH A E&E Health Superfranchise --- A E&E Pharma
Corporation (or its nominee), AND CANADIAN PHYTOPHARMACEUTICALS CORP.
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.0 PAYMENT TERMS, ADDITIONAL COSTS AND PRICE CHANGES

5.1 PRICE AND PAYMENT TERMS.

The price for Products to be manufactured will be set from time to time for reference purposes through Blanket
Purchase Orders issued by A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) and
accepted by Canadian Phytopharmaceuticals Corp. The actual sale price of all Products shall be established
through Daily Release Orders provided by A E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee) and accepted by Canadian Phytopharmaceuticals Corp. All prices quoted are exclusive of federal, state
and local excise, sales, use and similar taxes, and any duties, and A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee) shall be responsible for all such items. Payment for any Products, services
or other prior agreed costs to be paid by A E&E Health Superfranchise---A E&E Pharma

                                                         4
Corporation (or its nominee) hereunder is due in from the date of invoice, unless otherwise stated, and shall be
made in. lawful Canadian or U.S. currency.

SEE ADDENDUM A

6.1 TERM.

The term of this Agreement shall commence on the date hereof above and shall continue for one (1) year
thereafter until terminated as provided in Section 8.2 or 10.9. After the expiration of the initial term hereunder
(unless this Agreement has been terminated) this Agreement shall be automatically renewed for separate but
successive one-year terms. This agreement shall be renewable each consecutive year there after.

6.2 TERMINATION.

This Agreement may be terminated by either party for any reason upon one hundred twenty (120) days written
notice to the A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee). Termination of this
Agreement for any reason shall not affect the obligations of either party that exist as of the date of termination.
Notwithstanding termination or expiration of this Agreement, Sections 6.2, 8.0, 9.0, and 10.0 shall survive said
termination or expiration.

7.0 LIABILITY LIMITATION

7.1 PATENTS, COPYRIGHTS, TRADE SECRETS, OTHER PROPRIETARY RIGHTS.

A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall defend, indemnify and grant
all necessary legal rights to Canadian Phytopharmaceuticals Corp. from all claims, costs, damages, judgments and
attorneys' fees resulting from or arising out of any alleged and/or actual infringement or other violation of any
patents, patent rights, trademarks, trademark rights, copyrights, trade secrets, proprietary rights and processes or
other such rights related to the Products. Canadian Phytopharmaceuticals Corp. shall promptly notify A E&E
Health Superfranchise---A E&E Pharma Corporation (or its nominee) in writing of the initiation of any such
claims.

THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER
CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER
INTELLECTUAL PROPERTY RIGHTS.

7.2 PRODUCT LIABILITY.

A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) agrees that, if

                                                          5
notified promptly in writing and given sole control of the defense and all. related settlement negotiations, it will
defend Canadian Phytopharmaceuticals Corp. from any claim or action and will indemnify and grant any
necessary legal rights to Canadian Phytopharmaceuticals Corp. from any loss, damage or injury, including death,
which arises from any alleged defect of any Products. A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) shall add Canadian Phytopharmaceuticals Corp. as an additional insured under A
E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee)'s product liability polices for any
Products.

7.3 NO OTHER LIABILITY. EXCEPT FOR THE EXPRESS WARRANTIES CREATED UNDER THIS
AGREEMENT AND EXCEPT AS SET FORTH OTHERWISE IN THIS AGREEMENT, IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS
AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE
BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT
LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY
OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS
AGREEMENT FAIL IN THEIR ESSENTIAL PURPOSE.

8.0 MISCELLANEOUS

8.1 ENTIRE AGREEMENT.

This Agreement, including all Addendums thereto, constitutes the entire agreement between the Parties with
respect to the transactions contemplated hereby and supersedes all prior agreements and

* Confidential treatment has been requested by the Registrant as to certain portions of this exhibit. The omitted
portions have been separately filed with the Commission. Understandings between the parties relating to such
transactions. A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall hold the
existence and terms of this Agreement confidential, unless it obtains Canadian Phytopharmaceuticals Corp.'
express written consent otherwise. In all respects, this Agreement shall govern, and any other documents
including, without limitation, preprinted terms and conditions on A E&E Health Superfranchise:--A E&E Pharma
Corporation (or its nominee)'s Blanket Purchase Orders and Daily Release Orders shall be of no effect.

8.2 AMENDMENTS.

This Agreement may be amended only by written consent of both parties.

8.3 INDEPENDENT CONTRACTOR.

                                                         6
Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between
the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume
or create any obligations or to make any representations or warranties on behalf of any other party, whether
express or implied, or to bind the other party in any respect whatsoever.

8.4 EXPENSES.

In the event a dispute between the parties hereunder with respect to this Agreement must be resolved by litigation
or other proceeding or a party must engage an attorney to enforce its right hereunder, the prevailing party shall be
entitled to receive reimbursement for all associated reasonable costs and expenses (including, without limitation,
attorneys fees') from the other party.

8.5 SECURITY INTEREST.

Until the purchase price and all other charges payable to Canadian Phytopharmaceuticals Corp. hereunder have
been received in full. Canadian Phytopharmaceuticals Corp. hereby retains and A E&E Health Superfranchise---
A E&E Pharma Corporation (or its nominee) hereby grants to Canadian Phytopharmaceuticals Corp. a security
interest in the Products delivered to A E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee) and any proceeds therefrom. A E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee) agrees to promptly execute any documents requested by Canadian Phytopharmaceuticals Corp. to
perfect and protect such security interest. In the event of a default by A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee), Synnex may exercise any or all remedies provided under the Uniform
Commercial Code or similar statutes or laws enacted in the jurisdiction within which Canadian
Phytopharmaceuticals Corp. seeks to enforce its rights under this Agreement.

8.6 GOVERNING LAW.

This Agreement shall be governed by and construed under the laws of the Province of British Columbia,
excluding its choice of law principles. The parties consent to the exclusive jurisdiction of the Provincial courts of
Vancouver, British Columbia.

8.7 SUCCESSORS, ASSIGNMENT.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives. Neither party shall have the right to assign or otherwise transfer its
rights or obligations under this Agreement except with the prior written consent of the other party, not to be
unreasonably withheld.

8.8 FORCE MAJEURE.

In the event that either party is prevented from performing or is unable to perform any of its obligations under this
Agreement (other than a payment obligation) due to any Act of God, fire,

                                                          7
casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection,
material unavailability, or any other cause beyond the reasonable control of the party invoking this section, and if
such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall. give prompt
written notice to the other party, its performance shall be excused, and the time for the performance shall be
extended for the period of delay or inability to perform due to such occurrences. Regardless of the excuse of
Force Majeure, if such party is not able to perform within ninety (90) days after such event, the other party may
terminate the Agreement. Termination of this Agreement shall not affect the obligations of either party which exist
as of the date of termination.

ACCEPTED AND AGREED TO:

                   A E&E HEALTH SUPERFRANCHISE                 CANADIAN PHYTOPHARMACEUTICALS
                   & A E&E Pharma CORPORATION                  CORP.:
                   (OR ITS NOMINEE):


                   Name: Julianna Jenny Lu                     Dr. yuan-chun Ma
                   Date: February 10,2004                      February 1.0,2004
                   Title: President                            President & CEO




Address: 2300-1066 W. Hastings St. Unit 3150-21331 Gordon Way

                               Vancouver, BC, Canada            Richmond, BC V6w 1J9, Canada

                    Tel:       604-601-8268                     604-303-7782

                    Fax:       604-601-8279                     604-303-7726

                    Authorized Signatory:                       Authorized Signatory:

                    /s/ Julianna Lu                             /s/ Yuan-chun Ma
                    ____________________                        _____________________




TO MANUFACTURING CONTRACT BETWEEN A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) AND CANADIAN PHYTOPHARMACEUTICALS CORP.

   THIS ADDENDUM WILL SUPERCEDE THE MANUFACTURING CONTRACT IN THOSE
                         AREAS WHERE SPECIFIED.

A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) shall provide

                                                          8
to Canadian Phytopharmaceuticals Corp. the following:

A. * Blanket Purchase Order ("Blanket Purchase Order") for Base Configuration Units, broken down by
expected monthly volume. In addition to this Blanket Purchase Order, A E&E Health Superfranchise---A E&E
Pharma Corporation (or its nominee) will supply a *non-binding "sub-forecast" reflecting the anticipated
configuration detail by month.

B. *

C. Daily Release Orders for the specific configurations to be shipped against the Blanket Purchase Order with all
shipping information, and detail off how it will be shipped

1. Ship to Address
2. Freight Forwarder
3. Unique Shipping Instructions
4. Configuration of Items to be shipped

* All daily shipping information will be supplied by Canadian Phytopharmaceuticals Corp. to A E&E Health
Superfranchise & A E&E Pharma Corporation for tracking purposes, this includes sales order numbers, serial
numbers shipped, and shipper tracking numbers. Tracking information is to be maintained by the shipping
companies.

D. If A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) decides to consign any
material, A E&E Health Superfranchise-.-A E&E Pharma Corporation or its nominee) will supply the same
Purchase Order and Forecast information to those suppliers which they will manage.

E. A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) will be allowed to reschedule
orders placed by Blanket Purchase Order per the following schedule:

                        Maximum Allowable         Variance From Blanket Purchase Order
                        --------------------------------------------------------------
                        Quantities/Shipment
                        ------------------

               # of days before                     Allowable         Maximum          Maximum
               Shipment Date                        Quantity         Reschedule       Reschedule
               on Blanket Purchase Order            Increases         Quantity         Period




                                                        9
* Confidential treatment has been requested by the Registrant as to certain portions of this exhibit. The omitted
portions have been separately filed with the Commission.

Reasonable commercial efforts by Canadian Phytopharmaceuticals Corp. will be made to support any upside
requirements within this schedule or outside of this schedule.

II. Canadian Phytopharmaceuticals Corp. will provide the following services:

A. Procure all material necessary to support the * Blanket Purchase Order for Base Configuration Units, and the
material needed to support the forecasted configurations. All material shall be purchased from an "Approved
Vendor List" (AVL) which is supplied by A E&E Health Superfranchise---A E&E Pharma Corporation (or its
nominee). Should Canadian Phytopharmaceuticals Corp. need to purchase material from a source which is not on
the AVL, Canadian Phytopharmaceuticals Corp. x will inform A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) and seek written approval to deviate.

1. All material is to be procured based on Blanket Purchase Orders and Daily Release Orders received from A
E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee). Any material which Canadian
Phytopharmaceuticals Corp. deems necessary to purchase outside of Blanket Purchase Order coverage will be
identified as such to A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) and
purchased only upon approval of A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee)
in writing.

2. All returned inventory by Canadian Phytopharmaceuticals Corp. shall be within a reasonable amount of time
after such inventory receipt and notification of a A E&E Health Superfranchise---A E&E Pharma Corporation
(or its nominee) reschedule or cancellation. Canadian Phytopharmaceuticals Corp. shall keep accurate records
containing such necessary information so that A E&E Health Superfranchise---A E&E Pharma Corporation (or
its nominee) may either contact such vendor or manufacture.

B. It shall be specified by A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) in the
Invoice which Freight Forwarder will be used, and all costs for freight will be paid by A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) directly to the Shipper. * This avoids the need for
additional E.I. transactions at the back-end of the process. A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) and Canadian Phytopharmaceuticals Corp. will work together in the next phase to
see whether an E.I. or other automated means that can suffice to meet the same requirements specified by A
E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee).

                                                        10
C. Warranty:

If a Product comes back to Canadian Phytopharmaceuticals Corp. within the * warranty period there will be no
cost to A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) to repair and/or replace
Product based on material or workmanship failures as set forth in Section 6.2. Return freight will be paid by
Canadian Phytopharmaceuticals Corp. Canadian Phytopharmaceuticals Corp. reserves the right to accept or
reject such returns as under warranty based on the condition of the system and the failure analysis of the unit. A
E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) agrees they will not take a credit
until Canadian Phytopharmaceuticals Corp. agrees that it is a warranty repair. If the product was deemed to not
be a valid warranty return, A ME Health Superfranchise---A E&E Pharma Corporation (or its nominee) will
reimburse Canadian Phytopharmaceuticals Corp. for the return freight.

Outside of the * warranty period, systems will be returned by the end customer to A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) for failure analysis. A E&E Health
Superfranchise---A E&E Pharma Corporation (or its nominee) will replace the defective component and send
the defective part back to Canadian Phytopharmaceuticals Corp. to return to the supplier. Any replaced parts
will be sent to A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) for restocking in
their Field Return Unit (FRU) inventory. There will not be any credit taken by A.E&E Health Superfranchise---A
E&E Pharma Corporation (or its nominee) for these parts unless a reciprocal credit is first given to Canadian
Phytopharmaceuticals Corp. by the supplier.

D. Penalty Clause:

If Canadian Phytopharmaceuticals Corp. is late because of something which is within Canadian
Phytopharmaceuticals Corp. control, (assuming the order was within all schedule lead-tunes) and it results in a
late shipment (i.e., shipment outside the * cycle time provided below), Canadian Phytopharmaceuticals Corp. will
pay the difference between the standard freight charge (for delivery to that end customer) and air freight to ship to
that end customer. This will not apply to test fall outs, or design related causes, or any other causes beyond the
control of Canadian Phytopharmaceuticals Corp.

E. Cycle Time & Capacity:

The agreed to cycle time for shipment of product is * from accepted receipt of Daily Release Order for a
configured product to the date that Canadian Phytopharmaceutical Corp. places the Product on its dock for
shipment. Initial daily output capacity is established for *. Should an already accepted Daily Release Order
configuration change, the cycle time will be reset to day one.

                                                         11
Once the process and capacity has been established, A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) and Canadian Phytopharmaceuticals Corp. will set up jointly agreed to cycle time
and daily capacities for various activities and standard costs associated with same. Some of these activities may
include;

Request for expedited cycle time Partial orders or back order situation Overtime requests

These cycle times and capacity requirements will be reviewed monthly.

F. Payment Terms:

Canadian Phytopharmaceuticals Corp. shall invoice A E&E Health Superfranchise---A E&E Pharma
Corporation (or its nominee) * for all order releases shipped against the blanket purchase order since the last
invoicing period. Terms shall be *.

III. Pricing:

- Canadian Phytopharmaceuticals Corp. agrees to extend to A E&E Health Superfranchise --A E&E Pharma
Corporation (or its nominee) the * quoted price structure of:

-*

-*

-*

A E&E Health Superfranchise---A E&E Pharma Corporation (or its nominee) will contract with Canadian
Phytopharmaceuticals Corp. to purchase approximately * during the * time frame and will be at a run rate of *.

ACCEPTED AND AGREED TO:

                  A E&E HEALTH SUPERFRANCHISE        &        CANADIAN PHYTOPHARMACEUTICALS
                  A E&E PHARMA CORPORATION                    CORP.: (OR ITS NOMINEE):

                  Name: Julianna Jenny Lu                     Dr. yuan-chun Ma
                  Title: President                            President & CEO




                                                         12
Date:      February 10,2004             February 10,2004
Address:   2300-1066 W. Hastings St.    Unit 3150-21331 Gordon Way
           Vancouver, BC, Canada        Richmond, BC V6w 1J9, Canada
Tel:       604-601-8268                 604-303-7782
Fax:       604-601-8279                 604-303-7726

           Authorized Signatory:        Authorized Signatory:
           /s/ Julianna Lu              /s/ Yuan-chun Ma




                                   13
1 GFR Private Label/Brand Programs Manufacturing Agreement With A E&E Pharma Corporation

THIS AGREEMENT is effective the 8th day of April A.D. 2004

BETWEEN:

A E&E PHARMA CORPORATION (Or Nominee) a Nevada, USA Corporation, having an office situated at
#2300-1066 West Hastings Street, Vancouver, BC Canada V6E 3X2

                                                 ("AE & E")

AND:

GFR PHARMA LTD. (or Nominee), a British Columbia Company with offices at 11405-201A Street, Maple
Ridge, B.C. V2X OY3

                                                  ("GFR")

RECITALS:

1. A E&E is a Global Pioneer and Lender in the Global Health Food Industry for Manufacturing, Marketing and
Distribution of 100% Natural Food Supplements and Special Herbal Products, and incorporated in Nevada
USA Corporation;

2. GFR is a BC Canada incorporated Company which manufactures nutritional and herbal supplements.

3. A E&E has requested, and GFR has agreed, to manufacture certain nutritional and herbal supplements for
GFR Private Label/Brands Program on the terms and conditions set out below.

                                                      1
For and in consideration of One Dollar ($1.00) and the mutual promises contained in this Agreement, the parties
agree as follows:

1. Supply of Products

1.1 GFR agrees to manufacture GFR herbal and nutritional supplements---GFR Private Label Programs (Please
see the attachment: GFR Private Label Program) for A E&E private label brand ("A E&E Supplement (s)"). The
nature and specifications of each Supplement will be determined by A E&E;

1.2 The parties will agree on the price and minimum order required in relation to each Supplement;

1.3 If the parties are unable to agree on the price and minimum order for a particular Supplement, the A E&E will
have the right to have the Supplement manufactured by another company without owing any money, damages,
compensation or otherwise to GFR with respect to that Supplement.

1.4 Once the Parties have agreed to the terms for a Supplement, a Schedule "A" form will be completed and
signed by both Parties ("Signed Specification Form"). Signed Specifications Forms will become part of this
Agreement. The price specified in any such Schedule shall be subject to revisions by GFR on Sixty (60) days
written notices to AE & E. GFR has the right to limit the quantities order by A E&E in excess of the minimum
order requirements having regard among other things to its production capabilities.

Note: The GFR customer singed quote will be part of the Signed Specification Form

(Please see the attachment for this Agreement)

1.5 Subject to Section 1.4, during the term of the Agreement and any Renewal Term if applicable, GFR will
manufacture and supply to A E&E the Supplement at the price and in strict accordance with the nature and
specifications as set out in the Signed Specification Form.

1.6 GFR will have the options but is not obligated to apply for all applicable Natural Product Number (NPN)
required for an new Supplement except in cases where A E&E indicates that they want to apply for the
applicable NPN. GFR will retain the exclusive rights to the use of all NPN's that A E&E applies for in relation to
a Supplement. Each Signed Specification Form shall indicate which of GFR or A E&E is to apply for a NPN in
respect of such Supplement.

1.7 GFR does agree to provide A E&E's Supplements using their NPN for all GFR Private Label
Program/Products as set out in Appendix A (Please see the attachment for this Agreement);

1.8 GFR is solely responsible for providing accurate information to A E&E for inclusion of ingredients on labels
for the Supplement containers. If labels are to be supplied by GFR,

                                                        2
A E&E will approve same on a timely basis, GFR will manufacture or procure the labels to the standards set out
in the Specifications. GFR will supply and affix labels in accordance with the Specifications.

1.9 GFR will ensure that all Supplement containers are bottled in containers chosen and approved by A E&E and
described in the Signed Specification Form for such Supplements and that the containers are properly sealed and
tamper proofed. 1.10 During the term of this Agreement, anytime A E&E requires a Supplement to be
manufactured it will inform GFR of the type, nature and specifications of the Supplement required and GFR will
have an opportunity to submit a quote for such Supplement. GFR recognizes that A E&E may also ask other
companies for quotes on such Supplement and that A E&E in its sole discretion may chose the supplier for such
Supplement.

2. Mutual Covenants

2.1 Subject to paragraph 2.2 any formula for Supplements manufactured by GFR, where the formulation is
created by GFR ("GFR Formulas "), will remain the sole and exclusive property of GFR and A E&E agrees to
make no proprietary claim either directly or indirectly to such formula. A E&E acknowledges that GFR
manufactures and supplies GFR PRIVATE LABEL PROGRAM products to variety of customers similar to the
products which GFR will supply to A E&E hereunder and nothing is this Agreement shall in any way prevent
GFR agrees such products and new products or variations of such products to third parties.

2.2 Any formula for Supplements manufactured by GFR but where the formula is created or supplied by A E&E
(A E&E Formulas") will remain the sole and exclusive property of A E&E and GFR agrees to make no
proprietary claims either directly or indirectly to such formula.

2.3 It is understood that the rights and obligations relating to the GFR and A E&E Formulas as set out in clauses
2.1 and 2.2 do not apply to those formulas that:

a. have been independently developed or legally acquired by GFR or A E&E as the case may be, without the use
of any information supplied by the other party to this Agreement;

b. have appeared in any printed publication or have or are otherwise part of the public domain, except if such
information has become part of the public domain as a result of an act of mission of the other party to this
Agreement; or

c. were acquired by GFR or A E&E as the case may be, from a third party having the right to disclose the same
to GFR or A E&E as the case may be, provided that such third party did not receive the information on a
confidential basis from the other party to this Agreement.

                                                        3
Formulas which otherwise would be considered GFR or A E&E Formulas shall not be considered as falling into
the exceptions contained in (a), (b) or (c) above simply because they are incorporated or intermingled with the
more general information as described in (a), (b) or (c).

2.4 Each party's licenses, permits and any other authorization required including but not limited to permits,
licenses and authorizations in relation to the formulation, labeling and packaging of all Supplements, are and shall
be in good standing during the Term and any Renewal Term.

2.5 Neither party shall, without the prior consent of the other party, directly or indirectly, use of disclose to any
person, company or business any confidential or proprietary information or intellectual property relating to the
business affairs of the other party including but not limited to GFR Formulas and A E&E Formulas as defined in
clauses 2.1, 2.2 and 2.3, which were rendered or provided as a result of this Agreement. This clause shall survive
the termination of this Agreement and the expiry of the Term or any Renewal Term, anything to the contrary in
this Agreement notwithstanding.

2.6 Neither party may assign this Agreement without the prior written consent of the other party. 2.7 If either
party makes any material default in the terms of the Agreement, the non-defaulting party may give notice to the
defaulting party to remedy the default. The defaulting party shall remedy the default within 30 days. In the event
the defaulting party does not remedy the default within such period of time, the non-defaulting party has the right
to terminate this Agreement on 7 days written notice to the defaulting party, without prejudice to the non-
defaulting party's rights and remedies for breach of the Agreement. Notwithstanding the foregoing, in the event of
bankruptcy or insolvency of the other party or assignment of this Agreement without consent, the non-defaulting
party has the right to terminate forthwith.

2.8 The minimum order requirement and nature of specifications of a Supplement which are set out in the Signed
Specification Form may not be changed during the term of the Agreement or any Renewal Term if applicable,
unless such change is agreed to by both parties.

3. A E&E Covenants

3.1 Subject to clause 3.2, GFR has the exclusive right to manufacture all Supplement for the term of the
Agreement and any Renewal Term if applicable where there is a Signed Specification Form in relation to that
Supplement. The exclusive shall apply so long as : (a) the parties have agreed on price and GFR has not served
any notice on A E&E or any intended price increase; and (b) to the extent GFR has limited quantities, A E&E
may obtain excess quantities from other suppliers.

                                                          4
3.2 If GFR does not comply with the delivery schedule as set out in paragraph 8.1 for any supplement and does
not remedy the failure within 30 days notice, the GFR no longer has the exclusive right to manufacture the
Supplement and A E&E may have the Supplement manufactured by another company, without prejudice to A
E&E' rights and remedies against GFR for non-compliance with the delivery schedule set out in the Agreement.

4. Ordering

4.1 Upon receiving Orders, GFR shall commence manufacturing the Supplements in accordance with this
Agreement.

5. Term

5.1 The term of this Agreement is two (2) years from the effective date of this Agreement ("Term").

6. Option to Renew

6.1 Either party shall have an option to renew this Agreement for one Term of 5 yeas ("Renewal Term") provided
that written notice is given by one party to the other at least 90 days before the expiry of the Term.
6.2 The Renewal Term shall be on the same terms and conditions as contained in this Agreement and in
accordance with the price, minimum order, nature and specifications of any Signed Specification Form for any
Supplement, where such signed Specifications Form is in existence prior to the expiry to the Term.

7. Payment

7.1 GFR will invoice the A E&E for the Supplements ordered by A E&E. If GFR invoices to a third party, GFR
has the right to establish credit arrangements satisfactory to it with any designated wholesaler and must be
satisfied with the ability of such designated wholesaler to pay. If at any time any designated wholesaler defaults or
the financial condition of such designated wholesaler is compromised, GFR has the right to refuse to sell to or
invoice that party.

7.2 Payment terms and other terms and conditions satisfactory to GFR will be established between GFR and A
E&E and shall have no obligations to supply, sell or ship to the wholesaler except in accordance with such terms
and conditions. GFR shall have the right to alter such payment terms and conditions from time to time.

7.3 If either A E&E or its designated is in default of its payment obligations, GFR will not be obligated to supply
any further Supplements to either until the default is rectified and terms and conditions of payment are made to the
satisfaction of GFR.

                                                          5
8. Delivery

8.1 All pricing will be quoted FOB GFR warehouse. Manufacturing time may vary for 1 week to 10 weeks
(depending on product and quantity ordered) from when GFR receives a purchase/shipping order for
Supplements from A E&E or its designate. Such orders shall conform to limits set herein and/or in the Signed
Specification Form.

9. Warranties

9.1 A E&E will be responsible for any personal injury, property damage, patent claims and all other monetary
and economic damage by reason any act or omission of A E&E or any persons for whom A E&E is in law
responsible in relation to A E&E' obligations under this Agreement and/or the Supplements or use thereof and
without limiting the generality of the foregoing, directly or indirectly related to:

9.1 A E&E Formulas as defined in clauses 2.2 and 2.3; b. The design, content, description, ingredient listing and
layout of labels supplied by A E&E; or c. A E&E breach of any term of this Agreement;

9.2 GFR warrants that the Supplements will meet A E&E's specifications as set out in the Signed Specification
Form.

9.3 GFR will be responsible for any and all personal injury, property damage, patent claims and all other
monetary and economic damage by reason of a or directly or indirectly arising out of any act or omission of GFR
or any persons for whom GFR is at law responsible in relation to GFR's provision of services and carrying out of
obligations under this Agreement and, without limiting the generality of the foregoing, shall include anything that is
directly or indirectly related to:

a. Contamination of ingredients used by GFR in any of the Supplements beyond that permitted by law;

b. GFR Formulas as defined in clauses 2.1 and 2.3;

c. Non-observance or non-performance of any laws, ordinances, regulations or requirements of any
Federal,Provincial, Municipal or other authority in the manufacture by GFR or Supplements;

d. Incorrect labeling of ingredients contained in the Supplements;

e. Violation of any patents in relation to Supplements where the said formulation was created by GFR; or

f. GFR's breach of any term of this Agreement.

                                                          6
9.4 Clauses 9.1, 9.2 and 9.3 shall survive any termination of this Agreement and the expiry of any Term or any
Renewal Term, anything in this Agreement to the contrary notwithstanding.

9.5 GFR warrants that its employees are qualified and trained to perform the obligations of the GFR under this
Agreement.

9.6 GFR warrants that it will comply with all applicable municipal, provincial and federal laws, regulations,
directives, orders and ordinances in manufacturing Supplements for A E&E.

10. Indemnification

10.1 GFR shall indemnify and save harmless A E&E, its agencies, employees, store owners operating under the
Program, officers and assigns from and against all actions or causes of action, damages, costs, loss or expenses
of whatever kind (including without limitation legal fees in a solicitor and client basis) which A E&E or its agents,
employees, store owners, officers, sub-contractors and assigns may sustain, incur or be put to by reason of or
directly or indirectly arising out of any act or omission of GFR or any persons for whom GFR is, in law
responsible in relation to GFR's provision of services and carrying out of obligations under this Agreement, and
without limiting the generality of the foregoing anything that is directly or indirectly related to;

a. Contamination of ingredients used by GFR in any of the Supplements beyond that permitted by law;

b. GFR's Formulas as defined in clauses 2.1 and 2.3;

c. Non-observance or non-performance by GFR or any persons form whom GFR is at law responsible of any of
the obligations imposed under the provision of any laws, ordinances, regulations or requirements of any Federal,
Provincial, Municipal or other authority in the manufacturing by GFR or the Supplements;

d. Incorrect labeling of ingredients in the Supplements;

e. Contamination beyond that set out in the Specifications of ingredients of the Supplements;

f. Violation of any patents in relation to Supplements where the said formulation was created by GFR; and

g. GFR's breach of any term of this Agreement.

10.2 Paragraph 10.1 shall survive the termination of this Agreement and the expiry of the Term or any Renewal
Term.

10.3 A E&E agrees to indemnify and save harmless GFR its agents, employees, officers and assigns from and
against any and all manner of actions or causes of actions, damages, costs, loss or expenses of whatever kind
(including but without limitation to legal fees on a solicitor and client basis) which GFR or its agents, employees,
subcontractors and assigns may sustain, incur or be put to by reason of or directly or indirectly arising out of any
act or

                                                           7
Omission of A E&E in relation to A E&E' obligations under this Agreement and/or Supplements or use thereof
and without limiting the generality of the foregoing, anything that is directly or indirectly related to:

a. A E&E Formulas as defined in clauses 2.2 and 2.3;

b. The design, content, description, ingredient listing and layout of the labels supplied by A E&E to GFR for the
Supplements;

c. Violation of any patents in relation to Supplements where the said formulation was created by A E&E; or d. A
E&E breach of any term of this Agreement.

10.4 Paragraph 10.3 shall survive termination of this Agreement and the expiry of the Term or any Renewal
Term.

11. GFR Insurance

11.1 GFR shall at its sole cost and expense during the Term and any Renewal Term if applicable, take out and
maintain in full force and effect the following:

a. comprehensive bodily injury, property damage and product liability insurance applying to the operations of
GFR and any of its employees or agents and any persons for whom GFR in law is responsible which shall include
without limiting the foregoing, personal injury liability, product liability, property damage liability, environmental
liability, contractual liability and protective liability with respect to anything to do with the manufacture,
formulation, ingredients used, method of production, labeling, tamper proofing of Supplement containers, or
contamination, pertaining to any of the Supplements, and such insurance shall be written for an amount of not less
that $2,000,000.00 per occurrence or such higher amount as A E&E may from time to time reasonably require,
with a deductible of no more than $5,000.00; and

b. any other forms of insurance as A E&E may reasonably require from time to time in amounts and for perils
against which a prudent organization carrying out similar work as GFR would protect itself.

11.2 All policies of insurance referred to in this section shall include the following provisions:

a. the policy shall not be affected or invalidated by any act, omission, or negligence of any person which is not
within the knowledge or control of the insured thereunder;

b. shall contain in a waiver of any subrogation rights which GFR's insures may have against A E&E and against
those with whom A E&E is in law responsible, whether any insured's loss or damage is caused by the act,
omission and negligence of A E&E, or by those whose act A E&E is in law responsible or otherwise;

                                                           8
c. shall include A E&E and any other persons or entities designated by A E&E as additional insured and shall
provide that each person, or entity insured under such polices shall be insured in the same manner and to the
same extent as if separate policies had been issued to each;

d. shall include a cross liability clause allowing any one of the named insured to recover its loss on the policy
notwithstanding that the other named insured was the cause of the loss; and

e. shall contain an undertaking by the insurers to give A E&E not less that 60 days prior written notice of any
cancellation or any termination thereof, or any changes which restricts or reduces the coverage afforded thereby.

11.3 GFR agrees that a certificate of insurance confirming this insurance is in place shall be delivered to A E&E
as soon as practicable after the placing thereof.

11.4 For good and valuable consideration, GFR does hereby release and relieve A E&E and those for whom A
E&E is in law responsible including but not limited to any store owners operating under the Program, from liability
and responsibility for, and waives its entire claim for recovery of any loss or damage whatsoever arising out of or
incident to, the occurrence of any of the perils covered by the insurance policy which GFR is obligated to obtain
and maintain under the terms of this Agreement.

11.5 Paragraph 11.4 shall survive any termination of this Agreement and the expiry of the Term or any Renewal
Term, anything in this Agreement to the contrary notwithstanding.

12. A E&E's Insurance

12.1 A E&E shall at its sole cost and expense during the Term and any Renewal Term if applicable, take out and
maintain in full force and effect the following:

a. comprehensive bodily injury, product liability and property damage liability insurance applying to the operations
of A E&E and its employees, or agents or any persons for whom A E&E is in law responsible, which shall
include without limiting the foregoing, personal injury liability, product liability, contractual liability, property
damage liability, and protective liability with respect to the design and layout of the labels used on the
Supplements and any formulation of the Supplements where A E&E has created the formulation, and such
insurance shall be written for an amount of not less than $2,000,000.00 per occurrence, or such higher amount as
GFR may form time to time reasonably require, with a deductible of no more than $5,000.00; and

b. any other forms of insurance as GFR may reasonably require from time to time in amounts and for perils
against which a prudent organization carrying out similar work A E&E would protect itself.

                                                          9
12.2 All policies of insurance referred to in this section shall include the following provisions:

a. the policy shall not be affected or invalidated by any act, omission or negligence of any person which is not
within the knowledge or control of the insured thereunder;

b. shall contain a waiver of any subrogation right which A E&E insures may have against GFR and against those
for whom GFR is in law responsible, whether any insured's loss or damage is caused by the act, omission or
negligence of GFR or by those for whose act GFR is, in law responsible or otherwise;

c. shall include GFR and any other person or entities designated by GFR as additional insured and shall provide
that each person, or entity insured under such policy shall be insured in the same manner under the same extent as
if separate policies had been issued to each;

d. shall include a cross liability clause allowing any one of the named insured to recover its loss on the policy
notwithstanding that the other named insured was the cause of the loss; and

e. shall contain an undertaking by the insured to give GFR not less than 60 days prior written notice of any
cancellation or other termination thereof, or any change which restricts or reduces the coverage afforded thereby.

12.3 A E&E agrees that a certificate of insurance confirming their insurance is in place shall be delivered to GFR
as soon as practicable after placing thereof.

12.4 For good and valuable consideration A E&E does hereby release and relieve GFR and those persons for
whom GFR is in law responsible, from liability and responsibility for, and waives its entire claim for recovery or
any loss or damage whatsoever arising out of or incident to, the occurrence of any of the perils covered by, or
which would be covered by the insurance policy which A E&E is obligated to obtain and maintain in force under
the terms of this Agreement.

12.5 Paragraph 12.4 shall survive any termination of this Agreement and the expiry of the Term or any Renewal
Term thereof, anything in this Agreement to the contrary notwithstanding.

13. Force Majeure

13.1 If the performance of this Agreement by any party, or of any obligation under this Agreement (other than the
payment of the monetary amounts provided for in this Agreement), is prevented, restricted, or interfered with by
reason of any acts which are beyond the reasonable control of the party affected is, upon giving written notice to
the other party, excused form such performance to the extent of such prevention, restriction, or interference. The
party so affected will use its best efforts to avoid or remove the cause of non-performance and continue
performance hereunder with the utmost dispatch whenever such causes are removed. Upon such circumstances

                                                           10
arising, the parties shall meet forthwith too discuss what, if any, modification may be required to be made to the
terms of this Agreement in order to arrive at an equitable solution.

14. General

Except where otherwise indicated in this Agreement, the parties agree that any and all disputes arising out of this
Agreement in respect to the interpretation of its provisions shall be arbitrated by and Arbitrator agreed upon as
acceptable by both parties and appointed in accordance with the Commercial Arbitration Act, RSBE 1996,
Chapter 55 or any amendments or any legislation in substitution therefore. The parties agree to meet on at least
one occasion to resolve the dispute prior to the commencement of arbitration.

This Agreement shall be the entire agreement between the parties and supercedes any prior agreement.

Each party will bear their own legal costs associated with the preparations of this Agreement and any other
documents required under this Agreement.

Neither the execution of this Agreement nor the performance by parties of any of its rights and obligations under
this Agreement shall create a partnership between the parties.

Each party is an incorporated or otherwise validly existing business entity under the laws of British Columbia
and/or Canada, and under the laws of Nevada State and/or USA and is in good standing and is qualified to carry
on business in British Columbia.

Each party has the corporate or other power, capacity and authority to carry on its business and to perform the
obligations under this Agreement.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

The failure of either party to insist on the strict performance of any terms of this Agreement, or the exercise of any
Term, right or remedy contained in this Agreement shall not be construed as a waiver or relinquishment by that
party for the rights or remedies under this Agreement.

The captions appearing in this Agreement are inserted for convenience of reference only and shall not affect the
interpretation of this Agreement.

This Agreement shall be governed by and interpreted by the laws of the Province of British Columbia.

Any communications under this Agreement shall be in writing and delivered by courier or faxed to the address
and fax number of each party set out below:

                                                         11
Schedule A and Appendix A can be changed with both parties written consent

A E&E Pharma Corporation GFR Pharma Ltd. Suite 2300-1066 West Hastings St. 11405-201A St.
Vancouver, BC V6E 3X2 Maple Ridge, BC V2X OY3 Fax: 604-601-8279 Fax: 604-460-8440

The parties shall execute and deliver all other appropriate agreements and other instruments, and taken any other
actions necessary to give full effect to this agreement and to make this Agreement legally effective, binding and
enforceable as between them and against third parties.

This Agreement may be executed in any number or counterparts. Any executed counterparts shall be construed
as an original. All executed counterparts tougher shall constitute the Agreement.

IN WITNESS WEHREOF the parties hereto have duly executed and delivered this Agreement under the seal,
to have effect as of the Effective Date.

                                         A E&E Pharma Corporation

                                          Per: -------------------------

Authorized Signatory

                                      /s/ Julianna Lu
                                      -------------------------------
                                      Julianna jenny Lu, The President

                                      Date: -------------------------




                                                Corporate Seal:

                                               GFR Pharma Ltd.

                                         Per: --------------------------

Authorized Signatory

                                     /s/ Richard Pierce
                                     -------------------------------
                                     Richard Pierce, The President/CEO

                                     Date: -------------------------




                                                Corporate Seal:

                                                       12
                                               Schedule A

                                          SPECIFICATION FORM

[to be completed and signed by both parties for EACH Supplement manufactured by GFR Pharma Ltd.]

Name of Product:

Product UPC:

Description of product:

GFR quote number:

GFR signed quote attached to this form:

Obligation to apply for NPN: ------------ GFR ----------------- A E&E

              A E&E Pharma Corp                              GFR Pharma Ltd.
              by its authorized signatory:                   by its authorized signatory:

              -----------------------                        -----------------------




                                                   13
                                   Appendix A
                       GFR Private Label Program/Products

---------------------------------------------------------------------------------------------------------
Vitamin A
Products
---------------------------------------------------------------------------------------------------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Beta-Carotene           TAB. 90033-U          Antioxidant          10,000IU              Tablets
----------------------- --------------------- -------------------- --------------------- ----------------
Cod Liver Oil           SGL. 500062           A rich source of     20min                 Softgels
                                              Omega 3 fatty acids
----------------------- --------------------- -------------------- --------------------- ----------------
Cod Liver Oil           SGL. 50060            A rich source of     10min                 Softgels
                                              Omega 3 fatty acids
----------------------- --------------------- -------------------- --------------------- ----------------
Halibut Liver Oil       SGL. 500064           A rich source of     500iu A               Softgels
                                              Vitamins A & D       400iu D
----------------------- --------------------- -------------------- --------------------- ----------------

---------------------------------------------------------------------------------------------------------
Vitamin B
Products
---------------------------------------------------------------------------------------------------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Folic Acid              TAB. 900021           An essential         1mg                   Tablets
                                              prenatal nutrient
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin B6              TAB. 900027-U         Supports energy      100mg                 Tablets
                                              and stress relief
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin B12                                                        250mcg                Tablets
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin B Complex 50    TAB. 900041-C         Supports energy      50mg                  Tablets
                                              and stress relief
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin B-Complex 50    TAB. 900015-C         Supports energy      50mg                  Tablets
(TR)                                          and stress relief
----------------------- --------------------- -------------------- --------------------- ----------------
B-Complex with 300mg    TAB. 90009-C          Supports energy      multi                 Tablets
Vitamin C (TR)                                and stress relief
----------------------- --------------------- -------------------- --------------------- ----------------
Stress B-Complex with   TAB. 900013-C         Supports energy      Multi                 Tablets
600mg Vitamin C                               and stress relief
                                              Anti-Homocysteine
----------------------- --------------------- -------------------- --------------------- ----------------




                                               14
---------------------------------------------------------------------------------------------------------
Vitamin C
Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C               TAB. 900035-C         Supports immune      250mg                 Tablets
                                              system. Antioxidant
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C               TAB. 900029           Supports immune      500mg                 Tablets
                                              system. Antioxidant
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C               TAB. 900047-C.        Supports immune      1000mg                Tablets
                                              system. Antioxidant
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C Chewable      TAB. 900047-C         Supports immune      250mg                 Tablets
Orange                                        system. Antioxidant
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C Chewable      TAB. 900043-C         Supports immune      500mg                 Tablets
Orange                                        system. Antioxidant
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C (TR)          TAB. 900025-C         Supports immune      500mg                 Tablets
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C (TR)          TAB. 900019-C         Supports immune      1000mg                Tablets
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin C with          TAB. 900039-C         Supports immune      500mg                 Tablets
Rosehips                                      health
----------------------- --------------------- -------------------- --------------------- ----------------

---------------------------------------------------------------------------------------------------------
Vitamin E
Products
---------------------------------------------------------------------------------------------------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin E Natural       SGL. 500014           Nutritional          400IU                 Softgels
Source                                        Support for heart
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin E Natural       SGL. 500056           Nutritional          800IU                 Softgels
Source                                        support for heart
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin E Synthetic     SGL. 50002            Nutritional          400IU                 Softgels
                                              support for heart
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin E Synthetic     SGL. 500058           Nutritional          800IU                 Softgels
                                              support for heart
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------

---------------------------------------------------------------------------------------------------------
AntiOxidant
Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
ACES Formula            N/A                   Antioxidant          Multi                 Tablet
----------------------- --------------------- -------------------- --------------------- ----------------
CoENzyme Q10            CAP. 800045           Nutritional          30mg                  Capsules
                                              support for heart
                                              health
                                              Antioxidant
----------------------- --------------------- -------------------- --------------------- ----------------




                                               15
---------------------------------------------------------------------------------------------------------
Calcium
Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Calcium (Carbonate)     TAB. 900081-C         Promotes strong      1500mg                Tablet
                                              bones
----------------------- --------------------- -------------------- --------------------- ----------------
Calcium (Carbonate)     TAB. 900007-C         Promotes strong      1500mg                Tablet
with Vitamin D                                bones
----------------------- --------------------- -------------------- --------------------- ----------------
Natural Source          TAB. 900077-C         Promotes strong      500mg                 Tablet
Calcium (Carbonate)                           bones
----------------------- --------------------- -------------------- --------------------- ----------------
Natural Source          TAB 9000003-C         Promotes strong      500mg                 Tablet
Calcium (Carbonate)                           bones
w/D
----------------------- --------------------- -------------------- --------------------- ----------------
Natural Source          TAB 9000003-C         Promotes strong      500mg                 Tablet
Calcium (Carbonate)                           bones
w/D
----------------------- --------------------- -------------------- --------------------- ----------------
Natural Source          N/A                   Promotes strong      250mg                 Tablet
Calcium (Carbonate)                           bones
w/D
----------------------- --------------------- -------------------- --------------------- ----------------
Calcium & Magnesium     TAB. 900057-C         Promotes strong      333mg/166mg           Tablet
with Vitamin D                                bones
----------------------- --------------------- -------------------- --------------------- ----------------
Calcium Citrate w/D     TAB. 900067-C         Promotes strong      300mg                 Tablet
                                              bones
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin D               TAB. 900105-U         Promotes strong      1000iu                Tablet
                                              bones
----------------------- --------------------- -------------------- --------------------- ----------------
Vitamin D               TAB. 900103-U         Promotes strong      400iu                 Tablet
                                              bones

---------------------------------------------------------------------------------------------------------
Essential Fatty Acid
Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Evening Primrose Oil    SGL. 500026           A rich source of     500mg                 Softgel
                                              essential fatty
                                              acids
----------------------- --------------------- -------------------- --------------------- ----------------
Evening Primrose Oil    SGL. 500028           A rich source of     1000mg                Softgel
                                              essential fatty
                                              acids
----------------------- --------------------- -------------------- --------------------- ----------------
Flaxseed Oil (Organic) SGL. 500052            A rich source of     1000mg                Softgel
                                              essential fatty
                                              acids
----------------------- --------------------- -------------------- --------------------- ----------------
Lecithin (Unbleached)   SGL. 500040           Support for mental   1200mg                Softgel
                                              function
----------------------- --------------------- -------------------- --------------------- ----------------
Omega 3-6-9             SGL 500012            Nutritional          1200mg                Softgel
                                              support for heart
                                              health
                                              Essential Fatty
                                              acids
----------------------- --------------------- -------------------- --------------------- ----------------
Salmon Oil-Wild         SGL 500054            Nutritional          1000mg                Softgel
                                              support for heat
                                              health
                                              Essential fatty
                                              acids
----------------------- --------------------- -------------------- --------------------- ----------------




                                               16
---------------------------------------------------------------------------------------------------------
Herbal Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Cranberry Extract 18:1 CAP. 800041            Nutritional          100mg                 Capsules
                                              support for the
                                              urinary tract
----------------------- --------------------- -------------------- --------------------- ----------------
Devil's Claw            CAP. 800037           Herbal support for   500mg                 Capsules
                                              joint health
----------------------- --------------------- -------------------- --------------------- ----------------
Echinacea (Pupurea      CAP. 800029           Herbal support for   400mg                 Capsules
Herb/Angustifolia                             the immune system
Herb & Root)
----------------------- --------------------- -------------------- --------------------- ----------------
Echinacea Extract 4%    CAP. 800029           Herbal support for   400mg                 Capsules
                                              the immune system
----------------------- --------------------- -------------------- --------------------- ----------------
Feverfew Extract 0.5%   CAP. 800051           Herbal support for   125mg                 Capsules
                                              migraine headaches
----------------------- --------------------- -------------------- --------------------- ----------------
Garlic Oil (Odour       SGL. 500048           Supports immune      500mg                 Softgels
Free) health
----------------------- --------------------- -------------------- --------------------- ----------------
Garlic                  CAP. 800055           Herbal support for   500mg                 Capsules
Pure/Allicin-Rich                             health, vitality &
                                              immunity
----------------------- --------------------- -------------------- --------------------- ----------------
Ginkgo Biloba 24/6      CAP. 800033           Herbal support for   60mg                  Capsules
                                              mental alertness
----------------------- --------------------- -------------------- --------------------- ----------------
Ginseng (Panax) Root    CAP. 800047           Herbal support for   100mg                 Capsules
                                              energy & vitality
----------------------- --------------------- -------------------- --------------------- ----------------
Grape Seed Extract      CAP. 800035           A rich source of     50mg                  Capsules
(MegaNatural Gold TM)                         antioxidants
----------------------- --------------------- -------------------- --------------------- ----------------
Milk Thistle Extract    CAP. 800043           Herbal support for   150mg                 Capsules
80%                                           liver health
----------------------- --------------------- -------------------- --------------------- ----------------
Saw Plametto            SGL. 500050           Herbal support to    160mg                 Softgels
                                              promote prostate
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------
St. John's Wort         CAP. 800031           Herbal support to    300mg                 Capsules
Extract 0.3%                                  promote relaxation
----------------------- --------------------- -------------------- --------------------- ----------------




                                               17
---------------------------------------------------------------------------------------------------------
Joint Support
Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Glucosamine Sulfate     CAP. 80017            Nutritional          500mg                 Capsules
(Sodium Free)                                 building blocks
                                             for joint health
----------------------- --------------------- -------------------- --------------------- ----------------
Glucosamine Sulfate     CAP. 800017           Nutritional          500mg                 Capsules
(Sodium Free)                                 building blocks
                                              for joint health
----------------------- --------------------- -------------------- --------------------- ----------------
Glucosamine Sulfate     N/A                   Nutritional          1000mg                Capsules
(Sodium Free)                                 building blocks
                                              for joint health
----------------------- --------------------- -------------------- --------------------- ----------------
Glucosamine (Sodium     CAP. 800039           Nutritional          450mg                 Capsules
Free) & Chondroitin                           building blocks for
Sulfate                                       joint health
----------------------- --------------------- -------------------- --------------------- ----------------
Glucosamine (Sodium     CAP. 800115           Nutritional          900mg                 Capsules
Free) & Chondrotin                            building blocks
Sulfate                                       for joint health
----------------------- --------------------- -------------------- --------------------- ----------------
Glucosamine (Sodium     CAP. 800115           Nutritional          900mg                 Capsules
Free) & Chondroitin                           building blocks for
Sulfate                                       joint health
----------------------- --------------------- -------------------- --------------------- ----------------
Glucosamine Sulfate     CAP. 800053           Nutritional          900mg                 Capsules
(Sodium Free) &                               building blocks
OptiMSM TM                                    for joint health
----------------------- --------------------- -------------------- --------------------- ----------------
OptiMSM TM              CAP. 800049           Nutritional          500mg                 Capsules
Methyl sulfonyl                               support for joint
methane                                       health
----------------------- --------------------- -------------------- --------------------- ----------------
OptiMSM TM              CAP. 800005           Nutritional          1000mg                Capsules
Methyl sulfonyl                               support for joint
methane                                       health
----------------------- --------------------- -------------------- --------------------- ----------------
Shark Cartilage         CAP. 800057           Nutritional          750mg                 Capsules
                                              building block for
                                              joint health
---------------------------------------------------------------------------------------------------------
Mineral
Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Iron (Ferrous           TAB. 900055-C         Nutritional          300mg                 Tablets
gluconate)                                    support for the
                                              prevention of
                                              anemia
----------------------- --------------------- -------------------- --------------------- ----------------
Iron (Ferrous           TAB. 900093-C         Nutritional          300mg                 Tablets
sulphate)                                     support for the
                                              prevention of
                                              anemia
----------------------- --------------------- -------------------- --------------------- ----------------
Zinc (Gluconate)        TAB. 900037-C         Supports immune      50mg                  Tablets
                                              health
----------------------- --------------------- -------------------- --------------------- ----------------




                                               18
---------------------------------------------------------------------------------------------------------
Multi Vitamin/Mineral
Products
---------------------------------------------------------------------------------------------------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Children's Complete     TAB. 90005-U          Provides daily       Multi                 Tablets
Chewable Multiple                             nutritional support
Vitamins & Minerals
----------------------- --------------------- -------------------- --------------------- ----------------
Multiple Vitamins       TAB. 900031-U         Provides daily       Multi                 Tablets
                                              nutritional support
----------------------- --------------------- -------------------- --------------------- ----------------
Multiple Vitamins       TAB. 900023-C         Provides daily       Multi                 Tablets
plus Iron                                     nutritional support
----------------------- --------------------- -------------------- --------------------- ----------------
Multi Vitamin &         TAB. 900091-C         Provides daily       Multi                 Tablets
Mineral                                       nutritional support
----------------------- --------------------- -------------------- --------------------- ----------------
Multiple Vitamins &     TAB. 900113-C         Provides daily       Multi                 Tablets
Minerals 50+w/Lutien                          nutritional support
----------------------- --------------------- -------------------- --------------------- ----------------
Multivitamin Forte      TAB. 900113-C         Provides daily       Multi                 Tablets
w/Lutien (25 Multiple                         nutritional support
Vitamins and Minerals)
----------------------- --------------------- -------------------- --------------------- ----------------
Prenatal Vitamin        TAB. 900089-C         Provides daily       Multi                 Tablets
                                              nutritional support

---------------------------------------------------------------------------------------------------------
Other Products
----------------------- --------------------- -------------------- --------------------- ----------------
Product                 Product Number        Slogan               Activity              Form
----------------------- --------------------- -------------------- --------------------- ----------------
Phasoelamine                                                       500mg                 Tablets
----------------------- --------------------- -------------------- --------------------- ----------------
Phasoelamine                                                       500mg                 Tablets
----------------------- --------------------- -------------------- --------------------- ----------------




              A E&E Pharma Corp                      GFR Pharma Ltd.
              by its authorized signatory:           by its authorized signatory:

              ----------------------------           ----------------------------
LEASE AGREEMENT

THIS LEASE AGREEMEENT DATED THIS '11Th DAY OF MAY2004AND MADE BETWEEN:

A E & E PHARMA CORPORATION (or its Nominee)

(hereinafter referred to as the "Sub-Lessee")

and

INSIGNIA CORPORATE ESTABLISHMENTS (EIGHT) INC.

(hereinafter referred to as the "Sub-Lessor")

We agree that this Lease Agreement will be on the terms and conditions hereafter set forth and shall constitute a
legal binding contract, for premises on the 35th floor, 666 Burrard Street, Vancouver, BC.

(1) The Leased Premises: Suite # 3523 See Schedule "A" attached Monthly Basic Rent $1000.00
Commencement Date: May 15, 2004

(2) this Lease Agreement based on a minimum eight and one half (8.5) month tenancy and shall automatically
renew itself at marker rates for subsequent twelve month terms unless a notice of termination is delivered in
writing by either party 90 days prior to the anniversary of the termination date of this Lease Agreement. Should
the Sub-Lessee a notice of termination or notice or non renewal and subsequently overhold beyond the expiry of
the Lease, then the Lease shall be considered to be automatically renewed for a twelve month term.

(3) The Monthly Basis Rent includes: furnished officer (as set out in Schedule "D" ) with personalized telephone
answering, client reception, property taxes, janitorial maintenance, building operating costs, complimentary
coffee, boardroom privileges, and such other services as outlined herein.

(4) Monthly Basis Rent, Services and costs incurred and invoiced are due and payable on the first each month,
interests will be charge at the rate of 15% per annum on overdue accounts.

(5) The Sub-Lessee is responsible for insuring all contends within the Lease Premises. The Sub-Lessor will not
be responsible for Sub-Lessee's property or that of the Sub-Lessee's visitors unless any loss to the Lessor gross
negligence or willful misconduct.

(6) The Sub-Lessor will not be liable for injuries to the Sub-Lessee or his/her clients
unless such injuries are due to the Sub-Lessor's gross negligence or willful misconduct.

(7) The Sub-Lessee shall be liable to pay all taxes which shall mean any and all taxes. Fees, levies, charges,
assessments, rates, duites and excises (whether characterized as sales taxes, purchase taxes, value-added taxes,
good and services taxes) or which the Sub-Lessor is liable to pay, and which are levied, rated or assessed on the
act of entering into this lease or otherwise on account of the Lease agreement, on the use or the occupancy of the
Lease Premises or any portion thereof, on the Monthly Basis Rent payable under this Lease Agreement or any
portion thereof.

(8) Security/Damage deposit in the amount $1000.00 which shall be held by the Sub-Lcssor and subject to the
following conditions:

a) The security/damage deposit is not to be applied to Monthly Basic Rent or services.

b) The security /damage deposit shall be held by the Sub-Lessor to the termination of this Lease Agreement and
vacant possession of the Lease Premises. (The Sub-Lessor shall have the right to offset any damage to the Lease
Premises including damage the Sub-Lessor's furniture (excluding normal wear and tear ) as well as any arrears
due upon the termination of this Lease Agreement.)

c) In the event the Sub Lesee's account is in good standing and there arc no offsetting charge, the Sub-Lessor will
refund the deposit to the Sub- Lessor after 60 days.

(9) The Sub-Lessor shall be responsible for all telephone and long distance charges incurred by it. Prices are
subject to change without notice by the telephone provider and long-distance carrier. Sub-Lessor acceps no
responsibility for any charges to Sub-Lessor account relating to unauthorized access to telephone equipment or
lines

(10) All contact with building management or any maintenance and/or service related item must be handled
directly by the Sub-Lessor.

(11) The Sub-Lessor is bound by the same rules, regulation and conditions as outlined in Schedule "C" attached
hereto.

(12) The Sub-Lessor agrees to pay their proportionate share of any reasonable increse in the building operating
costs (including realty taxes ) as determined by the building owners on an annual basis provided, however, that
the amount for the initial term of the Lease Agreement will be fixed . The amount of any increased after the initial
term will be payable on a monthly basis
(13) The Lease Premises shall be used solety for general office purposes in a manner consistent with a first class
officer building.

(14) The Sub-Lessor shall have unlimited access to show space (with reasonable notice) upon notification of
termination of lease.

(15) It is understood and agreed tha the Sub-Lessor has no rights to assign or sublet this Lease Agreement.

(16) Hours of service: 8:00a.m. to 5:00p.m. Monday through Friday, except Canadian statutory holiday. Sub-
Lessor shall be entitled to 24/7 access to the Leased Premises.

(17) The rates change for additional suppor services as outlined in Schedule "B" attached heroto are subjeet to
change on reasonable notice.

(18) Notwithstanding the other clauses contained herein, the Sub-Lessor retain the right to terminate this Lease
Agreement at its reasonable, but unfettered discretion for conduct of the Sub-Lessor which is inconsistent with
the general practices and polices of the office, including the disturbance and/or behavior. This in no way Changes
the obligation of the Sub-Lessor in regards to the terms and condition of this Lease Agreement.

(19) The Sub-Lessee shall at its sole cost and expense keep in good repair and condition(reasonable wear and
teas excepted) all of the Leased Premises and every part thereof including without limitation, all glass in the
Leased Premises and all improvements, fixtures and furnishings therein. Sub-Lessee must receive prior approval
from the Sub-Lessor in writing if pictures arc to be hung. Upon vacating the premises any and all damage or
special cleaning of the Leased Premises resulting from the Sub-Lessee's occupancy will be repaired and
deducted from the security/damage deposit.

(20) In the event the Sub-Lessee is in default in payment of any 'amounts due and payable not the teams of this
Lease Agreement and such default continues for five days after the date such amounts become payable by the
Sub-Lessee and such default continues for five days after written notice thereof in the Sub-Lessor by The Sub-
Lessor, The Sub-Lessor shall have the right to terminate this Lease Agreement and the ensuing months remaining,
in the Lease Agreement shall immediatelv become due payable and the Sub-Lessor may immediately distrain for
amounts due under this Lease Agreement

(21) The Sub-Lessee agrees that during the term of the Lease Agreement and for one
(1) year thereafter, the Sub Lessee and all entities whether directly or indirectly associated with the Sub-Lessee,
will not, without the Sub-Lessor's written permission, hire or attempt to hire, as an employee or independent
contractor Sub-Lessor permanent, part-time or temporary employees or independents
contractors Sub-Lessee further agrees not to hire any of the Sub-Lessor former employees or independent
contractors within six (6) months from the date they leave the Sub- Lessor's employment. The Sub-Lessee
agrees to pay the Sub-Lessor a procurement fee of the equivalent to six (6) months salary for each person the
Sub-Lessee hires in violation of this clause.

(21) Office Acceptance The Sub-Lessee and /or representative and the Sub-Lessor have inspected the Lease
Premises and agree that the office suite is in good condition with the following exceptions :

The Sub-Lessee acknowledges a complete understanding of all our terms, policies and charges and agrees to
accept full liability binding upon the signature hereunder, for any authorized charges incurred

IN WITNESS WHEREOF: the parties hereto as authorized signing officers of the company have signed their
names this 12th day of May, 2004

E&E PHARMA CORPORATION

          Per:    /s/ Julianna Lu
                 ---------------------------------------       ---------------------------------
                    Authorized Signature (Sub-Lessee)          Witness or C/S




          Print Name:
                        --------------------------------       ---------------------------------
                                                               Witness Print Name:
          Print Title:
                         -------------------------------        ---------------------------------




                                              Witness Address:

INSIGNA CORPORATE ESTABLISHMENTS (EIGHT) INC.

Per:

                                     Authorized Signature (Sub-Lessor)
 SCHEDULE "A"

   PARK PLACE
35TH FLOOR PLAN
SCHEDULE "B"

  PRICING
Schedule "C"

The Sub Lessee agrees to conduct only lawful activities perfuitted by all government agencies in Canada. The
Sub Lessee shall carry on its business or professional practice on the Premises (Centre) in a reputable manner
and in compliance with all the provisions of this Rental Agreement. Furthermore, the Sub Lessee agrees that:

l. There is no relationship existing other than landlord-Sub Lessee. The Sub Lessee agrees and acknowledges
that the Sub Lessor's liability is limited to die cost of services provided;

2. All insurance requirements and business licenses of the Sub Lessee shall be the responsibility of the Sub
Lessee;

3. Tile following shall not be permitted on the premises;

a. pets; other than dogs trained to assist disabled persons:
b. noise generating equipment;
c. children for more than 30 minutes at a time:
d. cooking or creation of odorous food or aromas; and
e. overnight or residential use of space;

4. The Sub Lessee or its invitees will not unreasonably cause or act in any way to disrupt, disturb or cause undue
concern to other Sub Lessees, Centre staff or the established standards of conduct of the Centre. The Centre has
discretion in determining if the Sub Lessee or its invitees are in violation of these standards. If in the opinion of the
Centre. the Sub Lessee is in violation of the above, the Centre has the right to terminate the Rental Agreement
immediately. All rent monies paid by the Sub Lessee including the security deposit will be forfeited;

5. No more than I person per Sub Lessee shall utilize the office unless written permission is received:

6. Additional persons other than referred to in (5) will he charged at $95.00 per month;

7. No copies of keys shall be made without written permission of the Sub Lessor and all keys and security access
cards shall be returned on termination of tenancy or a charge of $75.00 per key and security access card shall be
due:

8. No signs or other materials shall be attached to doors or windows;

9. The Sub Lessee shall be responsible for the costs of damages to their offices, including damage to walls,
carpets, furniture/equipment, fair wear and tear excepted; provided such damage was a direct result of the Sub
Lessee(s) negligent acts or omissions,

10. This Rental Agreement shall be non-assignable and non-transferable:
11. The Sub lessee(s) shall obtain explicit permission from tire Centre prior to ordering any equipment and/or
installation of services which require direct interlace with or connection through the Centre's telephone system or
auxiliary equipment (for example, dedicated FACSIMILE or MODEM lines or any other equipment supplied by
telephone provider or long distance resellers);

12. Subject to the availability of the Designated Space, the Sub Lessee shall be entitled to occupy the space prior
to the commencement date of the lease with rent payable at the monthly rate herein pro rated for the number of
days from the date of occupancy to the commencement date of the lease. An invoice will be issued to the Sub
Lessee upon occupancy to cover this interim period; and

13, During term of this lease die Sub Lessor has the right, upon giving the Sub Lessee 90 days' written notice, to
relocate the Sub Lessee to comparable space. The Sub Lessor will pay the cost of physically moving the Sub
Lessee to the new space. All references in this lease to the Premises shall deemed to refer to the new space.

14. The Sub Lessee shall leave the Premises at the end of each business day in a condition so as to facilitate the
performance of janitorial services in the Premises.

15. The Sub lessee shall keep the areas in front of and near the Premises clean and free froth dirt, rubbish, files
and boxes. Storing of products of a flammable or explosive nature is forbidden.

16. The Sub Lessee shall not paint, drill, attach nails, hooks or spikes to, or in any way deface the walls, doors,
ceilings, windows, partitions, floors or other material of or in the Premises without the prior written consent of the
Sub Lessor. Absolutely no object other than framed paintings and prints may be hung on any wall of the
Premises. Any such paintings or prints may only be hung using picture hooks supplied by the Sub L;essor.Any
Sub Lessee who fails to comply with the foregoing will be required to immediately remove any object hung on the
walls of the Premises and to restore die walls to their original condition.

17. The Sub Lessee shall not permit the floor of the Premises or any part of the Centre to be overloaded nor
bring unto or move any safe or other heavy object into the Premises or the Centre without the prior written
consent of the Sub Lessor.

18. The Sub Lessee shall not overload the electrical facilities of the Premises.

19, All moving, loading, delivery and shipping of furniture, equipment, supplies or materials to or from the
Premises shall be made only through such doorways, corridors, or other openings or passageways and at such
times as the Sub Lessor may designate and shall be done at the cost of the Sub Lessee. Any damage caused to
the Premises or any part of the Centre or Building during any such activity shall be repaired at the cost of the Sub
Lessee. The costs incurred by the Sub Lessor, including the Sub Lessor's administration fee, shall be at the Sub
Lessee's expense.
20. The Sub Lessee shall comply with any security requirements relating to the Centre or the Building.

21. The Sub Lessee shall not, without the written consent of the Sub Lessor, enter tile janitor closet, mechanical
and electrical closets or other service areas in the Centre.

22. The Sub Lessee shall not loiter in the common areas and facilities of the Centre, such as reception areas and
secretarial stations.

23. The Sub Lessee shall not harass any employee, agent/contractor of the Sub Lessor.

24. The Sub Lessee shall leave conference rooms in a neat, clean and tidy condition after use,

25. If requested by the Sub Lessor, the Sub Lessee shall pay a charge for any keys or access or user cards to
the Building or the Centre.

26. The Sub Lessee shall observe all "No Smoking" signs in the Centre.

27. No parties shall be held by the Sub Lessee in the Premises or any part of the Centre.

28. Conference rooms are to be used by Sub Lessees for meetings only and, for greater certainty, shall not be
used by Sub Lessees for conducting classes, seminars or other activities in respect of which the Sub Lessee
receives a lee, profit or other financial reward or gain, without the Sub Lessor's prior written consent.

29. The Sub Lessee shall ensure that the rules and regulations are observed strictly by its employees, invitees,
agents, and contractors. The Sub Lessee shall be held liable for any failure of any such persons in observing the
rules and regulations.

30. No Sub Lessee shall be permitted to monopolize or make excessive use of the common facilities and services
of the Centre.

31. The hours of operation of the Centre will be 8:00 a.m. to 5:00 p.m.', Monday to Friday, subject to change on
notice from the Sub Lessor,

32. The Sub Lessor shall have the right to make further and reasonable rules and regulations as in its reasonable
judgment are desirable or necessary for the proper operation of the Centre. Important: Failure to observe any of
these rules and regulations can result in the exercise of certain remedies by the Sub Lessor, including denial of
access to common areas, facilities, and services and the termination of a Sub Lessee's lease.
Schedule "D"

1. NUMBERS OF PERSONS IN OFFICE: This is a one person office-lease.

2. FURNITURE:
The Sub-Lessor shall include one set of furniture in the Leased Premises. Additional furniture can be requested et
e cost of $200.00 per set/ per month. Each set of furniture includes I desk, 1 credenza end 3 chairs, or an I...
shaped desk and three chairs.

3. INTERNET INSTALLATION:
Sub-Lessor will require a signed copy of the one-page "Internet Set-Up Form". The Sub-Lessee is currently
requesting __ Internet connection(s) for the office site. You may require more et e later date. Installation for this
service is dependent on Sub-Lessor's suppliers' schedules.

4. TELEPHONE BUSINESS LINES:
Sub-Lessor will require e signed copy of the "Telecommunications Set-Up Form" and "Tells C23 "Transfer"
Form (if required) from the Sub-Lessee. Installation for this service is dependent on Sub-Lessor's suppliers'
schedules. The Sub-Lessee shall be entitled to the first telephone line to the Leased Premises at a monthly rate of
$75.00 per month, plus applicable taxes.

5. ADDITIONAL INTERNET OR TELEPHONE SERVICES:
Additional Internet Connections and or Users or additional Telephone Lines must be requested in written form to
the Sub-Lessor.

6. BILLING ADDRESS:
Normal invoicing procedure is to submit the invoice to the occupying tenant.

7. LEASE AGREEMENT CONTACT FOR SUB-LESSEE: Name: Julianna Jenny Lu Address:
Telephone Number:
Cell Number:

8. ACCOUNTS PAYABLE CONTACT FOR SUB-LESSEE:

                                           Telephone Number: E-mail:
Executive Management SERVICES AGREEMENT

THIS AGREEMENT is made as of the 1st of June, 2004.

BETWEEN:

CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in Nevada USA, having an
office at Park Place Suite 3400 - 666 Burrard Street, Vancouver, BC Canada V6C 2X8

(Hereinafter called " CHHI")
OF THE FIRST PART

AND:

Julianna Jenny Lu. or NOMINEE, having an office at Sheraton Suite le Soleil Vancouver, Suite # 609,
Vancouver, BC Canada V6C 2E8

(hereinafter called " J.L. EXECUTIVE Executive")

                                         OF THE SECOND PART

WHEREAS:

A. CHHI to retain J.L. EXECUTIVE to assist CHHI in providing management consulting services to CHHI, a
company incorporated in Nevada USA.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the
covenants and agreements herein contained the parties hereto agree as follows:

1. APPOINTMENT OF J.L. EXECUTIVE

1.1 CHHI hereby retains J.L. EXECUTIVE to assist CHHI in providing management consulting services to
CHHI in USA, Canada and abroad as may from time to time be required with respect to CHHI, as more
particularly described as Schedule A hereto.

1.2 J.L. EXECUTIVE agrees to devote sufficient time as may be necessary and to employ its best efforts to
faithfully and industriously perform the services as described in Schedule A hereto.

1.3 In performing its management services hereunder, J.L. EXECUTIVE shall be an Executive Employee of
CHHI.

2. LIMITATIONS ON ACTIVITIES

2.1 J.L. EXECUTIVE recognizes and agrees that securities laws, regulations and policies in the U.S. and British
Columbia and elsewhere limits the allowable scope of management activities and prohibit certain activities.
Notwithstanding any other provision of this agreement, J.L. EXECUTIVE agrees that:
(a) It will not engage in any activity in contravention of the law, regulation or policy of any body having jurisdiction
in any other jurisdiction in which it conducts management activities on behalf of CHHI.

3. TERM

3.1 The term of this agreement shall commence 1st of May 2004, where this agreement may be reviewed for any
reason, or, the duties, time commitments and compensation may be adjusted by mutual consent.

4. COMPENSATION

4.1 CHHI shall pay for the management services rendered hereunder the sum of $US 8,000 per month, payable
on the first day of each subsequent month, commencing May 1st, 2004. Every 6 months, the management
services will be reviewd and possibly increase 30% to 50% accordingly by CHHI.

4.2 J.L. EXECUTIVE shall be granted a call from CHHI on 2,500,000 shares of CHHI's capital stock at a price
of 10 cents USD per share, which will be exercisable until June 1st, 2009, and, or, thirty (30) days after the
termination of this Agreement. Upon payment of 10 cents USD per share for the number of shares being called
CHHI will deliver. for the number of shares requested, up to a total of 2,500,000 shares, and will either transfer,
if possible, such shares to a brokerage account of J.L. EXECUTIVE's choice or provide J.L. EXECUTIVE with
the requisite number of share certificates in a form necessary to render those certificates freely transferable and
negotiable. CHHI will also furnish or execute any further documents that may reasonably be required to complete
this share transfer.

4.3 J.L. EXECUTIVE shall also be reimbursed for its actual out-of -pocket expenses incurred pursuant to this
agreement, such expenses to be paid within 30 business days of invoice. All invoices shall be supported by
appropriate evidence of the expenses referred to therein. Any individual expense item, other than telephone
invoices, in excess of $200 shall first be approved by CHHI.

5. CONFIDENTIALITY

5.1 J.L. EXECUTIVE will keep confidential any information not otherwise readily available from public sources
which it obtains from CHHI. Upon termination of this agreement, J.L. EXECUTIVE shall return to CHHI all
data, information and other written material regarding CHHI obtained by J.L. EXECUTIVE from in connection
with the performance of its services hereunder.

6. NOTICE

6.1 Any notice or other communication or instrument required or permitted to be given or delivered hereunder
shall be in writing and shall be well and sufficiently given or delivered if enclosed in a sealed envelope and
addressed to the party to receive same at its address as set forth on the first page of this agreement, and in each
case delivered personally or mailed by registered mail.

                                                           2
Any notice so given or delivered shall be conclusively deemed to have been given when delivered, if delivered
personally, or 72 hours following the mailing of same, if mailed by registered mail.

7. RESPONSIBILITIES OF CHHI

7.1 CHHI will, with J.L. EXECUTIVE's assistance, provide J.L. EXECUTIVE with CHHI corporate materials
which include, but not limited to:

- a PowerPoint company presentation
- a broker/investor due diligence package
- a media package
- a one page corporate profile
- a brochure

7.2 CHHI will try to provide the material timely.

7.3 CHHI agrees to broadcast major material events regarding CHHI over the news wire in addition to normal
disclosure requirements.

7.4 CHHI agrees to provide appropriate corporate background material to "Material Events" at the same time as
the events are made public. The background to these events may be delivered in the form of a briefing.

8. GENERAL

8.1 This agreement may only be amended in writing duly executed by the parities hereto.

8.2 Wherever possible, each provision in this agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this agreement.

8.3 Time shall be of the essence of this agreement.

8.4 This agreement shall be deemed to be made in the Province of British Columbia, and shall be construed in
accordance with and governed by the laws of said Province.

8.5 This agreement shall endure to the benefit of and be binding upon the parties to this agreement and their
respective heirs, executors, administrators, successors, and assigns.

IN WITNESS WHEREOF the parties hereto have caused these presents to be duly executed as of the day and
year first above written.

                                  The Common Seal of                          )
                                  CHINA HEALTH HOLDING INC.                   )
                                  Was hereunto affixed in the                 )
                                  presence of:                                ) c/s

                                                                                   3
/s/ Julianna Lu , Julianna ( Jenny)   Lu, The Chairman & CEO

                                                                )
                                                                )
                                                                )
                                                                )
                                                                )
                                                                )
                                                                )
                                                                )
The Common Seal of                                              )
Julianna (jenny) Lu Executive Management                        )
was hereunto affixed in the                                     )
presence of:                                                    ) c/s


/s/ Julianna Lu
-------------------
Julianna (Jenny) Lu
                                                                )
                                                                )
Date and signatory:                                             )
-------------------------------------------------------------




                                4
                                               SCHEDULE A

J.L. EXECUTIVE agrees to provide the following management services, subject to the specific terms of the
agreement to which this Schedule is attached:

1. The day to day Executive Management roles for A E&E Pharma Corporation as the functions of:

1. The Chairman and CEO, and
2. The Director, and
3. The Treasurer, and
4. The Secretary

2. Global Business Strategy and Planning and Exercising

3. Global Products Strategy and Development and Marketing and Distributions

4. Global Financing Strategy and Development

                                                      5
DIRECTOR SERVICES AGREEMENT

THIS AGREEMENT is made as of the 26th day of May, 2004.

BETWEEN:

CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in Nevada USA, having an
office at Park Place # 3400 - 666 Burrard St., Vancouver, B.C. Canada, V6C 2X8

(Hereinafter called "CHHI")

                                            OF THE FIRST PART

AND:

                               XiaoFei Yu having an office at Dept. of Philosophy
                                  P.O.Box1070 Beijing, P.R.China, 100091

(hereinafter called "Yu")

                                           OF THE SECOND PART

WHEREAS:

A. CHHI to retain YU to assist CHHI in providing DIRECTOR services AS BOARD OF THE DIRECTORS
to CHHI, a company incorporated in Nevada USA.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the
covenants and agreements herein contained the parties hereto agree as follows:

1. APPOINTMENT OF YU

1.1 CHHI hereby retains YU to assist CHHI in providing DIRECTOR services to CHHI in PR China and
abroad as may from time to time be required with respect to CHHI, as more particularly described as Schedule
A hereto.

1.2 YU agrees to devote sufficient time as may be necessary and to employ its best efforts to faithfully and
industriously perform the services as described in Schedule A hereto.

1.3 In performing its DIRECTOR services hereunder, YU shall be an employee of CHHI.

2. LIMITATIONS ON ACTIVITIES

2.1 YU recognizes and agrees that securities laws, regulations and policies in the U.S. and , PR China and British
Columbia and elsewhere limits the allowable scope of management activities and prohibit certain activities.
Notwithstanding any other provision of this agreement, YU agrees that:
(a) It will not engage in any activity in contravention of the law, regulation or policy of any body having jurisdiction
in any other jurisdiction in which it conducts management activities on behalf of CHHI.

3. TERM

3.1 The term of this agreement shall commence May 26th, 2004 and shall continue for 2 years, where this
agreement may be reviewed for any reason, or, the duties, time commitments and compensation may be adjusted
by mutual consent.

4. COMPENSATION

4.1 YU shall be granted a call from CHHI on 200,000 shares of CHHI's capital stock at a price of 10 cents
USD per share, which will be exercisable until May26th., 2006, and, or, thirty (30) days after the termination of
this Agreement. Upon payment of 10 cents USD per share for the number of shares being called CHHI will
deliver. for the number of shares requested, up to a total of 200,000 shares, and will either transfer, if possible,
such shares to a brokerage account of YU's choice or provide YU with the requisite number of share certificates
in a form necessary to render those certificates freely transferable and negotiable. CHHI will also furnish or
execute any further documents that may reasonably be required to complete this share transfer.

4.2 YU shall also be reimbursed for its actual out-of -pocket expenses incurred pursuant to this agreement, such
expenses to be paid within 30 business days of invoice. All invoices shall be supported by appropriate evidence
of the expenses referred to therein. Any individual expense item, other than telephone invoices, in excess of $200
shall first be approved by CHHI.

5. CONFIDENTIALITY

5.1 YU will keep confidential any information not otherwise readily available from public sources which it obtains
from CHHI. Upon termination of this agreement, YU shall return to CHHI all data, information and other written
material regarding CHHI obtained by YU from in connection with the performance of its services hereunder.

6. NOTICE

6.1 Any notice or other communication or instrument required or permitted to be given or delivered hereunder
shall be in writing and shall be well and sufficiently given or delivered if enclosed in a sealed envelope and
addressed to the party to receive same at its address as set forth on the first page of this agreement, and in each
case delivered personally or mailed by registered mail.

Any notice so given or delivered shall be conclusively deemed to have been given when delivered, if delivered
personally, or 72 hours following the mailing of same, if mailed by registered mail.

7. RESPONSIBILITIES OF CHHI

7.1 CHHI will, with YU's assistance, provide YU with CHHI corporate materials which include, but not limited
to:
- a PowerPoint company presentation

                                                           2
- a broker/investor due diligence package
- a media package
- a one page corporate profile
- a brochure

7.2 CHHI will try to provide the material timely.

7.3 CHHI agrees to broadcast major material events regarding CHHI over the news wire in addition to normal
disclosure requirements.

7.4 CHHI agrees to provide appropriate corporate background material to "Material Events" at the same time as
the events are made public. The background to these events may be delivered in the form of a briefing.

8. GENERAL

8.1 This agreement may only be amended in writing duly executed by the parities hereto.

8.2 Wherever possible, each provision in this agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this agreement.

8.3 Time shall be of the essence of this agreement.

8.4 This agreement shall be deemed to be made in the Province of British Columbia, and shall be construed in
accordance with and governed by the laws of said Province.

8.5 This agreement shall endure to the benefit of and be binding upon the parties to this agreement and their
respective heirs, executors, administrators, successors, and assigns.

IN WITNESS WHEREOF the parties hereto have caused these presents to be duly executed as of the day and
year first above written.

                       The Common Seal of                                                )
                       CHINA HEALTH HOLDING INC.                                         )
                       Was hereunto affixed in the                                       )
                       presence of:                                                      ) c/s


                       /s/ Julianna Lu, Julianna Jenny Lu, The President

                                                                                         )
                                                                                         )




                                                          3
                                                                                    )
                                                                                    )
                      The Common Seal of                                            )
                      XiaoFei Yu                                                    )
                      was hereunto affixed in the                                   )
                      presence of:                                                  )c/s

                      /s/XiaoFei Yu
                      -------------
                         XiaoFei Yu
                                                                                    )
                                                                                    )
                                                                                    )




                                               SCHEDULE A

YU agrees to provide the following management services, subject to the specific terms of the agreement to which
this Schedule is attached:

1. New Products Research and Development
2. Contracting GMP standard manufacturing setup
3. PR China Market and Public Relationship
4. Member of Board Of Directors of CHINA HEALTH HOLDING INC.

                                                       4
Management CONSULTING SERVICES AGREEMENT

THIS AGREEMENT is made as of the 8th day of June, 2004.

BETWEEN:

CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in Nevada USA, having an
office at Park Place # 3400 - 666 Burrard St., Vancouver, B.C. Canada, V6C 2X8

                                           (Hereinafter called "CHHI")

                                            OF THE FIRST PART

AND:

                               XiaoFei Yu having an office at Dept. of Philosophy
                                  P.O.Box1070 Beijing, P.R.China, 100091

                                             (hereinafter called "Yu")

                                           OF THE SECOND PART

WHEREAS:

A. CHHI to retain YU to assist CHHI in providing management consulting services to CHHI, a company
incorporated in Nevada USA.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the
covenants and agreements herein contained the parties hereto agree as follows:

1. APPOINTMENT OF YU

1.1 CHHI hereby retains YU to assist CHHI in providing management consulting services to CHHI in PR China
and abroad as may from time to time be required with respect to CHHI, as more particularly described as
Schedule A hereto.

1.2 YU agrees to devote sufficient time as may be necessary and to employ its best efforts to faithfully and
industriously perform the services as described in Schedule A hereto.

1.3 In performing its management services hereunder, YU shall be an employee of CHHI.

2. LIMITATIONS ON ACTIVITIES

2.1 YU recognizes and agrees that securities laws, regulations and policies in the U.S. and , PR China and British
Columbia and elsewhere limits the allowable scope of management activities and prohibit certain activities.
Notwithstanding any other provision of this agreement, YU agrees that:

                                                         1
(a) It will not engage in any activity in contravention of the law, regulation or policy of any body having jurisdiction
in any other jurisdiction in which it conducts management activities on behalf of CHHI.

3. TERM

3.1 The term of this agreement shall commence June 1th, 2004 and shall continue for 2 years, where this
agreement may be reviewed for any reason, or, the duties, time commitments and compensation may be adjusted
by mutual consent.

4. COMPENSATION

4.1 CHHI shall pay for the management services rendered hereunder the sum of $US1,000 per month, payable
on the first day of each subsequent month, commencing June 1st, 2004. The management services fees will be
reviewed and possibly increased after 6 months.

4.2 YU shall be granted a call from CHHI on 150,000 shares of CHHI's capital stock at a price of 10 cents
USD per share, which will be exercisable until June 1, 2006, and, or, thirty (30) days after the termination of this
Agreement. Upon payment of 10 cents USD per share for the number of shares being called CHHI will deliver.
for the number of shares requested, up to a total of 150,000 shares, and will either transfer, if possible, such
shares to a brokerage account of YU's choice or provide YU with the requisite number of share certificates in a
form necessary to render those certificates freely transferable and negotiable. CHHI will also furnish or execute
any further documents that may reasonably be required to complete this share transfer.

4.3 YU shall also be reimbursed for its actual out-of -pocket expenses incurred pursuant to this agreement, such
expenses to be paid within 30 business days of invoice. All invoices shall be supported by appropriate evidence
of the expenses referred to therein. Any individual expense item, other than telephone invoices, in excess of $200
shall first be approved by CHHI.

5. CONFIDENTIALITY

5.1 YU will keep confidential any information not otherwise readily available from public sources which it obtains
from CHHI. Upon termination of this agreement, YU shall return to CHHI all data, information and other written
material regarding CHHI obtained by YU from in connection with the performance of its services hereunder.

6. NOTICE

6.1 Any notice or other communication or instrument required or permitted to be given or delivered hereunder
shall be in writing and shall be well and sufficiently given or delivered if enclosed in a sealed envelope and
addressed to the party to receive same at its address as set forth on the first page of this agreement, and in each
case delivered personally or mailed by registered mail.

Any notice so given or delivered shall be conclusively deemed to have been given when delivered, if delivered
personally, or 72 hours following the mailing of same, if mailed by registered mail.

                                                           2
7. RESPONSIBILITIES OF CHHI

7.1 CHHI will, with YU's assistance, provide YU with CHHI corporate materials which include, but not limited
to:

- a PowerPoint company presentation
- a broker/investor due diligence package
- a media package
- a one page corporate profile
- a brochure

7.2 CHHI will try to provide the material timely.

7.3 CHHI agrees to broadcast major material events regarding CHHI over the news wire in addition to normal
disclosure requirements.

7.4 CHHI agrees to provide appropriate corporate background material to "Material Events" at the same time as
the events are made public. The background to these events may be delivered in the form of a briefing.

8. GENERAL

8.1 This agreement may only be amended in writing duly executed by the parities hereto.

8.2 Wherever possible, each provision in this agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this agreement.

8.3 Time shall be of the essence of this agreement.

8.4 This agreement shall be deemed to be made in the Province of British Columbia, and shall be construed in
accordance with and governed by the laws of said Province.

8.5 This agreement shall endure to the benefit of and be binding upon the parties to this agreement and their
respective heirs, executors, administrators, successors, and assigns.

IN WITNESS WHEREOF the parties hereto have caused these presents to be duly executed as of the day and
year first above written.

                   The Common Seal of                                    )
                   CHINA HEALTH HOLDING INC.                             )
                   Was hereunto affixed in the                           )
                   presence of:                                          )                     c/s




                                                          3
                  /s/ Julianna Lu
                  --------------------------------, Julianna Jenny Lu, The President




                                                                         )
                                                                         )
                         --------------------------------
                                                                         )
                                                                         )
                                                                         )
                         The Common Seal of
                         XiaoFei Yu                                      )
                         was hereunto affixed in the                     )
                         presence of:
                                                                         )
                                                                                   c/s

                         /s/ XiaoFei Yu
                         --------------
                             XiaoFei Yu




) --------------------------------- )


                                               SCHEDULE A

YU agrees to provide the following management services, subject to the specific terms of the agreement to which
this Schedule is attached:

1. New Products Research and Development
2. Contracting GMP standard manufacturing setup
3. PR China Market and Public Relationship

                                                       4
CHHI's DIRECTOR CONSULTING SERVICES AGREEMENT

THIS AGREEMENT is made as of the 8th day of July, 2004.

BETWEEN:

CHINA HEALTH HOLDING INC., OR its Nominee a company incorporated in Nevada USA, having an
office at Park Place # 3400 - 666 Burrard St., Vancouver, B.C. Canada, V6C 2X8

                                           (Hereinafter called "CHHI")

                                            OF THE FIRST PART

AND:

Dick Wu or NOMINEE, having an office at

                                          (hereinafter called " Director")

                                          OF THE SECOND PART

WHEREAS:

A. CHHI to retain DIRECTOR to assist CHHI in providing management consulting services to CHHI, a
company incorporated in Nevada USA.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the
covenants and agreements herein contained the Director hereto agree as follows:

1. APPOINTMENT OF DIRECTOR

1.1 CHHI hereby retains DIRECTOR to assist CHHI in providing management consulting services to CHHI in
USA, Canada and abroad as may from time to time be required with respect to CHHI, as more particularly
described as Schedule A hereto.

1.2 DIRECTOR agrees to devote sufficient time as may be necessary and to employ its best efforts to faithfully
and industriously perform the services as described in Schedule A hereto.

1.3 In performing its management services hereunder, DIRECTOR shall be a Director of CHHI.

2. LIMITATIONS ON ACTIVITIES

2.1 DIRECTOR recognizes and agrees that securities laws, regulations and policies in the U.S. and British
Columbia and elsewhere limits the allowable scope of management activities and prohibit certain activities.
Notwithstanding any other provision of this agreement, DIRECTOR agrees that:

                                                         1
(a) It will not engage in any activity in contravention of the law, regulation or policy of any body having jurisdiction
in any other jurisdiction in which it conducts management activities on behalf of CHHI.

3. TERM

3.1 The term of this agreement shall commence July 6th, 2004 and shall continue for 1 year, terminating on July
6th., 2005 with a review after three (3) month probationary period, where this agreement may be terminated for
any reason, or the duties, time commitments and compensation may be adjusted by mutual consent.

4. COMPENSATION

4.1 DIRECTOR shall be granted a call from CHHI on 150,000 shares of CHHI's capital stock at a price of 10
cents USD per share, which will be exercisable until July 6th, 2005, and, or, thirty (30) days after the termination
of this Agreement. Upon payment of 10 cents USD per share for the number of shares being called CHHI will
deliver. for the number of shares requested, up to a total of 150,000 shares, and will either transfer, if possible,
such shares to a brokerage account of DIRECTOR's choice or provide DIRECTOR with the requisite number of
share certificates in a form necessary to render those certificates freely transferable and negotiable. CHHI will
also furnish or execute any further documents that may reasonably be required to complete this share transfer.

5. CONFIDENTIALITY

5.1 DIRECTOR will keep confidential any information not otherwise readily available from public sources which
it obtains from CHHI. Upon termination of this agreement, DIRECTOR shall return to CHHI all data, information
and other written material regarding CHHI obtained by DIRECTOR from in connection with the performance of
its services hereunder.

6. NOTICE

6.1 Any notice or other communication or instrument required or permitted to be given or delivered hereunder
shall be in writing and shall be well and sufficiently given or delivered if enclosed in a sealed envelope and
addressed to the party to receive same at its address as set forth on the first page of this agreement, and in each
case delivered personally or mailed by registered mail.

Any notice so given or delivered shall be conclusively deemed to have been given when delivered, if delivered
personally, or 72 hours following the mailing of same, if mailed by registered mail. 7. RESPONSIBILITIES OF
CHHI

7.1 CHHI will, with DIRECTOR's assistance, provide DIRECTOR with CHHI corporate information and
materials as request and required for the proper promotion.

7.2 CHHI agrees to broadcast major material events regarding CHHI over the news wire in addition to normal
disclosure requirements.

7.3 CHHI agrees to provide appropriate corporate background material to "Material Events" at the same time as
the events are made public. The background to these events may be delivered in the form of a briefing.

                                                           2
8. GENERAL

8.1 This agreement may only be amended in writing duly executed by the parities hereto.

8.2 Wherever possible, each provision in this agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this agreement.

8.3 Time shall be of the essence of this agreement.

8.4 This agreement shall be deemed to be made in the Province of British Columbia, and shall be construed in
accordance with and governed by the laws of said Province.

8.5 This agreement shall endure to the benefit of and be binding upon the Director to this agreement and their
respective heirs, executors, administrators, successors, and assigns.

IN WITNESS WHEREOF the Director hereto have caused these presents to be duly executed as of the day
and year first above written.

                The Common Seal of                                               )
                CHINA HEALTH HOLDING INC.                                        )
                Was hereunto affixed in the                                      )
                presence of:                                                     )              c/s




                /S/ Julianna Lu
                --------------------------, Julianna           (jenny) Lu, The President




                                                                                 )
                                                                                 )
                --------------------------                                       )
                                                                                 )
                                                                                 )
                The Common Seal of                                               )
                Dick Wu                                                          )
                was hereunto affixed in the                                      )
                presence of:                                                     )                c/s


                /S/ Dick Wu
                -----------
                 Dick Wu

                                                                3


                Signatory:                                                      )
                                                                                )
                --------------------------                                      )




                                                          4
                                               SCHEDULE A

DIRECTOR agrees to provide the following management services, subject to the specific terms of the agreement
to which this Schedule is attached:

1.To bring vision and goals for the Company and add to shareholder value.
2.To give advice on Corporate Governence and ethical conduct of Board.
3.To conduct market research into the Company products in Asia and elsewhere
4.To source for markets and Companies and distributors to be distributors of the Company's products.
5.To assist the Corporate in whatever other duties necessary for the growth and success of the Company.
CHHI's MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT is made as of the 9th day of July, 2004.

BETWEEN:

CHINA HEALTH HOLDING INC., or its Nominee a company incorporated in Nevada USA, having an office
at Park Place # 3400 - 666 Burrard St., Vancouver, British Columbia, Canada, V6C 2X8

(hereinafter called "CHHI")

                                         OF THE FIRST PART

AND:

Kenneth Stephen Alexander Douglas residing at 819, East Keith Road, North Vancouver, British Columbia,
Canada V7L 1W8.

(hereinafter called " MANAGEMENT")

                                       OF THE SECOND PART

WHEREAS:

CHHI to retain MANAGEMENT to assist CHHI in providing management and legal services to CHHI, a
company incorporated in Nevada USA.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the
covenants and agreements herein contained the MANAGEMENT agrees as follows:

1. APPOINTMENT OF CONSULTANT

1.1 CHHI hereby retains MANAGEMENT to assist CHHI in providing management and legal services to CHHI
in the USA, Canada and abroad as may from time to time be required with respect to CHHI, as more
particularly described as Schedule A hereto.

1.2 MANAGEMENT agrees to devote sufficient time as may be necessary and to employ his best efforts to
faithfully and industriously perform the services as described in Schedule A hereto.

1.3 In performing his management legal services hereunder, MANAGEMENT shall be an Employee of CHHI.
2. LIMITATIONS ON ACTIVITIES

2.1 MANAGEMENT recognizes and agrees that securities laws, regulations and policies in the U.S. and British
Columbia, and Canada and elsewhere limits the allowable scope of management activities and prohibit certain
activities. Notwithstanding any other provision of this agreement, MANAGEMENT agrees that he will not
engage in any activity in contravention of the law, regulation or policy of any body having jurisdiction in any other
jurisdiction in which he conducts management activities on behalf of CHHI.

3. TERM

3.1 The term of this agreement shall commence on the 9th day of July, 2004, upon signing this agreement and
shall continue for three years, terminating on the 9th day of July, 2007 with a review after a three (3) month
probationary period, where this agreement may be terminated for any reason, or the duties, time commitments
and compensation may be adjusted by mutual consent.

4. COMPENSATION

4.1 MANAGEMENT or his nominees shall be granted a call from CHHI on 600,000 shares of CHHI's capital
stock (consisting as at the date hereof, of total authorized common shares of 75,000,000 shares with a par value
of US $0.001 per share) at a price of 10 cents USD per share, which will be exercisable until the 9th day of July,
2007, and, or, thirty (30) days after the termination of this Agreement. Upon payment of 10 cents USD per share
for the number of shares being called CHHI will deliver the number of shares requested, up to a total of 600,000
shares, and will either transfer, if possible, such shares to a brokerage account of MANAGEMENT's or his
nominees' choice or provide MANAGEMENT or his nominees with the requisite number of share certificates in
a form necessary to render those certificates freely transferable and negotiable. CHHI will also furnish or execute
any further documents that may reasonably be required to complete such share transfers.

4.2 Subject to the provisions of appropriate law, MANAGEMENT shall be entitled to commission of 8% (part
of cash and part of shares) in connection with any introductions provided by him in connection with any private
placements or further share issues by CHHI. Such commission shall only be paid to MANAGEMENT if such
introductions become parties to the contracts applicable to such private placements or further share issues and
fulfill all obligations thereunder.

5. CONFIDENTIALITY

                                                          2
5.1 MANAGEMENT will keep confidential any information not otherwise readily available from public sources
which he obtains from CHHI. Upon termination of this agreement, MANAGEMENT shall return to CHHI all
data, information and other written material regarding CHHI obtained by MANAGEMENT from in connection
with the performance of his services hereunder.

5.2 MANAGEMENT agrees to sign CHHI's Confidential Agreement, as attachment as part of this agreement.

6. NOTICE

6.1 Any notice or other communication or instrument required or permitted to be given or delivered hereunder
shall be in writing and shall be well and sufficiently given or delivered if enclosed in a sealed envelope and
addressed to the party to receive same at its address as set forth on the first page of this agreement, and in each
case delivered personally or mailed by registered mail.

6.2 Any notice so given or delivered shall be conclusively deemed to have been given when delivered, if delivered
personally, or 72 hours following the mailing of same, if mailed by registered mail.

7. RESPONSIBILITIES OF CHHI

7.1 CHHI will, with MANAGEMENT's assistance, provide MANAGEMENT with CHHI corporate
information and materials as requested and required for the proper promotion of CHHI.

7.2 CHHI agrees to broadcast major material events regarding CHHI over the news wire in addition to normal
disclosure requirements.

7.3 CHHI agrees to provide appropriate corporate background material to "Material Events" at the same time as
the events are made public. The background to these events may be delivered in the form of a briefing.

8. GENERAL

8.1 This agreement may only be amended in writing duly executed by the parties hereto.

8.2 Wherever possible, each provision in this agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision shall be prohibited by or be invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this agreement.

                                                          3
8.3 Time shall be of the essence of this agreement.

8.4 This agreement shall be deemed to be made in the laws of the State of Nevada USA, and shall be construed
in accordance with and governed by the laws of said State.

8.5 This agreement shall endure to the benefit of and be binding upon MANAGEMENT and his heirs, executors,
administrators, successors, and assigns.

IN WITNESS WHEREOF the parties hereto have caused these presents to be duly executed as of the day and
year first above written.

                    The Common Seal of                                                  )
                    CHINA HEALTH HOLDING INC.                                           )
                    Was hereunto affixed in the                                         )
                    presence of:                                                        )




                    /s/ Julianna Lu, Julianna         Lu, The President/CEO




))))

                   /s/ Kenneth Douglas
                   -------------------                                                  )
                   Executed by
                   Kenneth Stephen Alexander Douglas




                                                         4
                                               SCHEDULE A

MANAGEMENT agrees to provide the following management services, subject to the specific terms of the
agreement to which this Schedule is attached:

General corporate legal and business development advice and assistance as may arise from time to time,
including:

(a) Global Trade Mark Protection (Canada, USA, Europe);
(b) Global Patent Protections;
(c) 6m USD Financing Contracts, negotiation and structures;
(d) Corporate personnel contracts/recruitment;
(e) European markets: product distribution arrangements;
(f) Future financing through European investment funds;
(g) CHHI's other related legal documents.

Such other projects, functions and duties as the parties may agree from time to time in accordance with the
MANAGEMENT' position as Vice President and General Counsel. CHHI's compensation plan will be reviewed
by Board Of The Directors from time to time which may be adjusted accordingly by the Resolution of Board Of
The Directors of CHHI.

Attached:

1. Signed " CHHI's Confidential Agreement " by " MANAGEMENT" with CHHI, as attachment
2. Kenneth S.A..Douglas' Resume.

                                                      5
                                       CONSULTING AGREEMENT

                        THIS AGREEMENT is made this 8th day of August, 2004

BETWEEN:

CHINA HEALTH HOLDING INC., a body corporate, incorporated under the laws of the State of Nevada,
and having an office at Park Place Suite 3400 - 666 Burrard Street, Vancouver, BC Canada V6C
2X8

                                        (hereinafter called the "Company")

                                             OF THE FIRST PART

AND:

NATIONAL MEDIA ASSOCIATES, a body corporate, incorporated under the laws of the State of California,
having an office at 4515 Ocean View Blvd., Suite 305, La Canada, California, 91011, U.S.A.

                                       (hereinafter called the "Consultant")

                                           OF THE SECOND PART

WHEREAS:

A. The Consultant is a firm carrying on the business of providing national media consulting services and financial
community investor relations consulting services for emerging companies of merit;

B. The Company is desirous of retaining the consulting services of the Consultant on a fixed term basis and the
Consultant has agreed to serve the Company as an independent contractor upon the terms and conditions
herewith set forth;

                                                         1
FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

1. The Consultant shall provide major media consulting services to the Company, such duties to include news
feature development, establishing relations with financial advisory newsletter writers and with other trade and
advertising media interested in the Company and its innovative line of alternative health products. The Consultant
shall also provide an investor relations program of communications to the U.S. institutional, brokerage and retail
investor communities. This work is SUBJECT ALWAYS to the control and direction of the CEO and Board of
Directors of the Company. Additionally, the Consultant shall consult and advise the CEO and Company on a
variety of corporate matters on an on-going basis, as these may relate to the above programs.

2. The Company shall provide to Consultant copies of all proposed Company literature prior to the dissemination
of such literature to any third parties and the Consultant shall not disseminate any such materials or documents
without the prior approval of the Company.

3. The term of this Agreement shall be for a period of two years from the date of this Agreement (the "Initial
Term"). This Agreement may be renegotiated and renewed at the option of the Company, upon notice in writing
to the Consultant at least thirty (30) days prior to the end of the Initial Term.

4. It is agreed that the principal remuneration of servicing the programs defined under this Agreement shall be
compensated: (a) by the issuance to designated principals of Consultant of 700,000 (Seven hundred thousand)
shares of the Company's common stock from the Company, and also (b) by the issuance to designated principals
of Consultant of 300,000 ( Three hundred thousand) shares of the Company's common stock from the Company
which shares shall be included in

                                                        2
a registration statement if the Company determines to register shares after the date of this Agreement for its own
account or the account of others under the Securities Act of 1933, as amended ("Registration Rights"); and (c) by
the issuance of options to purchase 1,000,000 (One Million) shares of the Company's common stock at an
exercise price equal to $US 0.10 per share, to designated principals of Consultant. Such options shall expire
three (3) years after the date of this Agreement. Consulting services shall commence upon physical receipt of said
shares and option documents. The Consultant hereby acknowledges that only the compensation described under
Section 4(b) above shall have Registration Rights.

5. The Consultant shall be responsible for the payment of its income taxes as shall be required by any
governmental entity with respect to compensation paid by the Company to the Consultant.

6. During the term of this Agreement, the Consultant shall provide its services to the Company primarily through
George Duggan with assistance of Michael Baybak, and the Consultant shall ensure that George Duggan and
Michael Baybak will be available to provide such services to the Company in a commercially reasonable time

7. The Company shall be billed at direct cost all out-of-pocket expenses up to a maximum of $US 1,000
incurred by Consultant in connection with its duties hereunder, including any travel and other expenses of printing
and mailing that may be required in servicing the account activity. The Company herewith commits to prompt
payment of such itemized and documented expenses in each 30-day term. Consultant shall obtain written
approval in advance for each and any specific proposed expense in excess of $US 300. All billings shall be
provided to the Company in an itemized and documented format.

                                                         3
8. The Consultant shall not, either during the continuance of its contract hereunder or any time thereafter, disclose
the private affairs of the Company and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its
subsidiary or subsidiaries, to any person or entity (directly or indirectly) whether or not to the detriment of the
Company and shall not (either during the continuance of its contract hereunder or any time thereafter) use any
information it may acquire in relation to the business and affairs of the Company and/or its subsidiary or
subsidiaries for its own benefit or purposes (directly or indirectly), or for any purpose other than those of the
Company as more particularly described in paragraph 1 above.

9. The Company agrees to indemnify and hold the Consultant harmless from any loss, costs or expenses incurred
as a result of or arising out of the Consultant's dissemination or publication of any documents or literature issued
or approved in writing by the Company in accordance with the provisions of paragraph 2 of this Agreement, in
the event that it is established by a Court of competent jurisdiction that such materials contain material
misrepresentations or false or misleading information, or omit to state a material fact necessary to prevent a
statement that is made from being false or misleading. The Company shall be solely responsible for all required
registrations/exemptions for its securities at the federal and state levels.

10. The Consultant agrees to indemnify and hold the Company harmless from any loss, costs or expenses
incurred as a result of or arising out of the Consultant's dissemination or publication of any documents or literature
not issued or approved in writing by the Company in accordance with the provisions of paragraph 2 of this
Agreement, in the event that it is established by a Court of competent jurisdiction that such materials contain
material misrepresentations or false or misleading information, or omit to state a material fact necessary to prevent
a statement that is made from being false or misleading.

                                                          4
11. The Consultant shall faithfully serve the Company or any subsidiary as aforesaid during the continuance of its
employment hereunder and use its best efforts to promote the interests of the Company.

12. This Agreement may be terminated forthwith by the Company without prior notice if at any time:

(a) The Consultant shall commit any breach of any of the provisions herein contained; or

(b) The Consultant shall be guilty of any misconduct or neglect in the discharge of its duties hereunder.

(c) The Consultant shall become bankrupt or make any arrangements or composition with its creditors; or

(d) George Duggan shall become of unsound mind or be declared incompetent to handle his own personal affairs.

(e) George Duggan and Michael Bayback are not available to provide services to the Company in a
commercially reasonable time.

Consultant may terminate this Agreement upon written notice given to the Company for a material breach of this
Agreement.

13. The Company is aware that the Consultant has now and will continue to have business interests in other
companies and the Company recognizes that these companies will require a certain portion of the Consultant's
time. The Company

                                                         5
agrees that the Consultant may continue to devote time to such outside interests, PROVIDED THAT such
interests do not conflict with, in any way, the time required for the Consultant to perform its duties under this
Agreement.

14. The services to be performed by the Consultant pursuant hereto are personal in character, and neither this
Agreement nor any rights or benefits arising hereunder are assignable by the Consultant without the prior written
consent of the Company.

15. Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if
delivered to the Consultant personally or mailed by registered mail, postage prepaid, addressed to the Consultant
at its last business address known to the Secretary of the Company. Any such notice mailed as aforesaid shall be
deemed to have been received by the Consultant on the first business day following the date of the mailing. Any
notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail,
postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as
aforesaid shall be deemed to have been received by the Company on the first business day following the date of
mailing. Any such address for the giving of notices hereunder may be changed by notice in writing given
hereunder.

16. The provisions of this Agreement shall inure to the benefit of and be binding upon the Consultant and the
successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any
person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall
acquire all or substantially all of the assets or business of the Company.

                                                          6
17. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement.

18. This Agreement is being delivered and is intended to be performed in the State of California and the State of
Nevada and shall be construed and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of that State. This Agreement may not be changed orally, but only by an instrument in writing signed
by the party against whom or which enforcement of any waiver, change, modification or discharge is sought.

[Signature page follows.]

IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.

                                                            7
             THE COMMON SEAL of                          )
             CHINA HEALTH HOLDING INC.                   )
             was hereto affixed                          )                   c/s
             in the presence of:                         )
                                                         )
                                                         )
             --------------------------                  )   per: /s/ Julianna Lu
                                                         )         --------------------------
                                                                      Julianna (Jenny) Lu
             --------------------------                  )            The President
                                                                      Authorized Signatory
             --------------------------                  )        ---------------------------


                                          ----------------------------




Date: 8th. of August, 2004

               SIGNED, SEALED AND DELIVERED by         )
               NATIONAL MEDIA ASSOCIATES               )
               by its authorized                       )
               signatory in the presence of            )            NATIONAL MEDIA ASSOCIATES
                                                       )
                                                       )
                                                       )
               -----------------------------           )            per:/s/ Michael BayBak
                                                                    -----------------------
               Signature of Witness                    )            Michael BayBak

                                                                    Authorized Signatory
                                                       )
               -----------------------------           )     per:   /s/ George Duggun
                                                                    -----------------------
               Address of Witness                      )            George Duggun
               Date: 8th of August, 2004




1. Notes: The Company and The Cosultant Agree that Mr. BayBak, Michael is the designated recipient of all the
shares and options to be issued under this agreement.

2. Attached: NMA's corporation certificate and Michael BayBak's Personal ID.
AMENDMENT NO. 1

                                                TO
                                       CONSULTING AGREEMENT

This Amendment No. 1 to the Consulting Agreement (the "Consulting Agreement") made and entered into as of
the 8th day of August 2004, between China Health Holding, Inc., a Nevada corporation with its principal office
for business located at Park Place Suite 3400 - 666 Burrard Street, Vancouver, BC Canada V6C 2X8 (the
"Company"), and National Media Asociates, a California corporation with its principal office for business located
at 4515 Ocean View Blvd., Suite 305, La Canada, California 91011 (the "Consultant") is made on the 6th day of
September 2004.

                                               WITNESSETH:

WHEREAS, on August 8, 2004, the Company and Consultant entered into the Consulting Agreement, a copy of
which is annexed hereto as Exhibit 1; and

WHEREAS, the parties now desire to amend the Consulting Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the Consulting Agreement
is hereby amended as follows:

1. Section 1 of the Consulting Agreement is hereby amended to be and read as follows:

"The Consultant shall provide nonexclusive major media consulting services to the Company, such duties to
include news feature development, establishing relations with financial advisory newsletter writers and with other
trade and advertising media interested in the Company and its innovative line of alternative health products. The
Consultant shall also provide an investor relations program of communications to the U.S. institutional, brokerage
and retail investor communities. This work is SUBJECT ALWAYS to the control and direction of the CEO and
Board of Directors of the Company. Additionally, the Consultant shall consult and advise the CEO and Company
on a variety of corporate matters on an on-going basis, as these may relate to the above programs. All services
provided by Consultant to the Company shall be on a non-exclusive basis."

2. Section 4 of the Consulting Agreement is hereby amended to be and read as follows:

"It is agreed that the principal remuneration of servicing the programs defined under this Agreement shall be
compensated: (a) by the issuance to designated principals of Consultant of 700,000 (seven hundred thousand)
shares of the Company's common stock from the Company, and also (b) by the issuance to designated principals
of Consultant of 300,000 (three hundred thousand) shares of the Company's common stock from the Company
which shares shall be included in a registration statement if the Company determines to register shares after the
date of this Agreement for its own account or the account of others under the Securities
Act of 1933, as amended ("Registration Rights"); and (c) by the issuance of options to purchase 1,000,000 (One
Million) shares of the Company's common stock at an exercise price equal to $US 0.10 per share, to designated
principals of Consultant. Such options shall expire three (3) years after the date of this Agreement. The
Consultant hereby acknowledges that only the compensation described under Section 4(b) above shall have
Registration Rights. Consultant shall provide the Company with a detailed 2-year working schedule of the
investor relations program described in Section 1 hereunder that is satisfactory to the Company no later than
thirty (30) days after the Company pays the remuneration under this Section 4."

2. (A) This agreement shall be construed and interpreted in accordance with the laws of the State of California
without giving effect to the conflict of laws rules thereof or the actual domiciles of the parties.

(B) Except as amended hereby, the terms and provisions of the Consulting Agreement shall remain in full force
and effect, and the Consulting Agreement is in all respects ratified and confirmed. On and after the date of this
agreement, each reference in the Consulting Agreement to the "Agreement", "hereinafter", "herein", "hereinafter",
"hereunder", "hereof", or words of like import shall mean and be a reference to the Consulting Agreement as
amended by this agreement.

(C) This agreement may be executed in one or more counterparts, each of which shall be deemed an original and
all of which taken together shall constitute a single amendment.

                                     [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first stated above.

                                  CHINA HEALTH HOLDING, INC.

                                 /s/ Julianna Lu
                                 -------------------
                             By: Julianna (jenny) Lu
                             Title: President and Chief Executive Officer




                                  NATIONAL MEDIA ASSOCIATES

                                             /s/ Michael Baybak
                                             ------------------
                                         By: Michael Baybak
                                         Title:




                                    STATE OF _____________        )
                                                                  ) ss.
                                    COUNTY OF ___________         )




On this day of ___________, 2004, before me, a Notary Public duly authorized in the state and county named
above to take acknowledgments, personally appeared Michael Baybak, the ____________________ of
National Media Associates and that he in such capacity, being authorized so to do, executed the foregoing
instrument for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                              (Notary Public)

                                        My Commission Expires:
[LETTERHEAD OF DALE MATHESON CARR HILTON LABONTE

                                     CHARTERED ACCOUNTANTS]

                                                 Exhibit 23.2

                INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM

To the Board of Directors of
China Heath Holdings Inc.

We consent to the use in this Form SB-2 Registration Statement of our report dated July 22, 2004 relating to the
audited financial statements of China Health Holdings Inc. for the six month period ended June 30, 2004, the year
ended December 31, 2003, and the period from April 3, 2002 (inception) December 31, 2002. We also consent
to the reference to our firm under the caption "Experts" in the prospectus.

                                  /s/ Dale Matheson Carr-Hilton Labonte



                                  DALE MATHESON CARR-HILTON LABONTE
                                  CHARTERED ACCOUNTANTS
                                  Vancouver, B.C.

                                  September 16, 2004
ARTICLES OF INCORPORATION

                                                  OF
                                    AE & E PHARMA CORPORATION
                                          A Nevada Corporation

I, the undersigned, being the original incorporator herein named, for the purpose of forming a Corporation under
the General Corporation Laws of the State of Nevada, to do business both within and without the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein are
stated are true.

                                             ARTICLE I
                                                NAME
                  The name of the Corporation is AE & E PHARMA CORPORATION

                                         ARTICLE II
                            RESIDENT AGENT AND REGISTERED OFFICE

Section 2.01. Resident Agent. The name and address of the Resident agent for service of process is Nevada
Corporate Headquarters, Inc. 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109. Mailing
Address: PO Box 27740, Las Vegas, Nevada 89126.

Section 2.02 Registered Office. The address of it's Registered Office is 101 Convention Center Drive, Suite 700,
Las Vegas, Nevada 89109.

Section 2.03. Other Offices. The Corporation may also maintain offices for the transaction of any business at
such other places within or without the State of Nevada as it may be conducted, and meetings of directors and
Stockholders held outside the State of Nevada with the same effect as if in the state of Nevada.

                                                  ARTICLE III
                                                   PURPOSE

The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of
Nevada.

                                                ARTICLE IV
                                             SHARES OF STOCK

Section 4.01. Number and Class. The Corporation shall authorize the Issuance of the two classes of Stock,
Common and Preferred. The total number of shares of authorized capital Stock of the Corporation shall consist
of the following: Fifty-five million (55,000,000) shares of Common stock, at a par value of $.001, and twenty
million (20,000,000) shares of Preferred, at a par value of $.001.

Notwithstanding the foregoing these Articles hereby vest the Board of Directors of the Corporation with such
authority as may be necessary to prescribe such classes series and numbers of each class or series of Stock. In
addition to the board is hereby vested with such authority as may be necessary to prescribe the voting powers,
designations, preferences, limitations,
restrictions and relative rights of each class or series of Stock created. All classes of Stock maybe issued from
time to time without action by the stockholders.

Section 4.02. No Preemptive Rights. Unless otherwise determined by the Board of Directors, holders of the
Stock of the Corporation shall not have any preference, preemptive right or right of subscriptions to acquire any
shares of the Corporation authorized, issued or sold, and convertible into shares of the Corporation, nor to any
right of subscription thereto.

Section 4.03. Non-Accessibility of Shares. The Shares of the Corporation after the amount of the subscription
price has been paid, in money, property or services as the directors shall determine, shall not be subject to
assessment to pay the debts of the Corporations, nor for any other purpose, and no Stock issued as fully paid
shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

Article V Directors

Section 5.01 Governing Board. The members of the Governing Board of the Corporation shall be styled as
directors.

Section 5.02 Initial Board of Directors. The Initial Board of Directors shall consist of not less than one (1), and
not more than seven (7) members. The name and address of an initial member of the Board of Directors is as
follows:

                        Name                                       Address
                        ----                                       -------
                        Curt W. Christie                           PO Box 27740
                                                                   Las Vegas, Nevada 89126




This Individual shall serve as Director until the first annual meeting of the stockholders or until his successor(s)
shall have been elected and qualified.

Section 5.03 Change in Number of Directors. The number of Director's may be increased or decreased by duly
adopted amendment by to the Bylaws of the Corporation.

                                                    Article VI
                                                 INCOPORATOR

The name and address of the Incorporator is Nevada Corporate Headquarters, Inc., PO Box 27740, Las Vegas
Nevada, 89126
Certificate of Amendment
(Pursuant to NRS 78.380)

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations


                               (Pursuant to NRS 78,380- Before Issuance of Stock)

1.Name of Corporation

                                       AE&E PHARMA CORPORATION

2. The articles have been amended as follows (provide article number if available)

Article 4 shall be amended to read as the follows: The Name of the CORPORATION
is CHINA HEALTH HOLDING, INC.

3. The undersigned declare that they contribute at least two thirds of the incorporator: [ ], or of the board of
directors [X] (check only one box).

4. Effective date of filing (optional): 5/20/04

5. The undersigned affirmatively declare that to the date of this certificate no stock of this corporation has been
issued.

              6. Signatures

              /s/ Jenny Lu, Xuejian                                           /s/ Jenny Lu, Xuejian
              ---------------------                                           ---------------------
                   Signature                                                         Signature




If more than two signatures attach an 8 1/2 by 11 plain sheet of paper with the signatures.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to
be rejected.
BYLAWS

                                                         OF

                                     AE & E PHARMA CORPORATION

                                         A NEVADA CORPORATION

                                                    ARTICLE I

                                                   Stockholders

Section 1. Annual Meeting. Annual meetings of the Stockholders, commencing with the year 2002, shall be held
on the 3rd day of April of each year if not a legal holiday and, and if a legal holiday, then on the next secular day
following, or at such time as may be set by the Board of Directors from time to time, at which the Stockholders
shall elect by vote a Board of Directors and transact such other business as may properly be brought before the
meeting.

Section 2. Special Meetings. Special meetings of the Stockholders, for the purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of Stockholders owning a majority in amount of
the entire Capital Stock of the Corporation issued and outstanding and entitled to vote. Such request shall state
the purpose of the proposed meeting.

Section 3. Place of Meetings. All annual meetings of the Stockholders shall be held at the registered office of the
Corporation or at such other place within or without the State of Nevada as the Directors shall determine.
Special meetings of the Stockholders may be held at such time and place within or without the State of Nevada
as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. Business transacted
at any special meeting of Stockholders shall be limited to the purposes stated in the notice.
Section 4. Quorum; Adjourned Meetings. The holders of a majority of the Stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Stockholders,
the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as originally notified.

Section 5. Voting. Each Stockholder of record of the Corporation holding Stock which is entitled to vote at this
meeting shall be entitled at each meeting of Stockholders to one vote for each share of Stock standing in his name
on the books of the Corporation. Upon the demand of any Stockholder, the vote for Directors and the vote upon
any question before the meeting shall be by ballot.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the Stock
having voting power present in person or represented by proxy shall be sufficient to elect Directors or to decide
any question brought before such meeting, unless the question is one upon which by express provision of the
statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall
govern and control the decision of such question.

Section 6. Proxies. At any meeting of the Stockholders any Stockholder may be represented and vote by a
proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall
designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present,. then that one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the Stockholders unless it shall have been filed
with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the
Board of Directors, or if not so appointed, then by the presiding Officer of the meeting.

Section 7. Action Without Meeting. Any action which may be taken by the vote of the Stockholders at a meeting
may be taken without a meeting if authorized by the written consent of Stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater
proportion of voting power to authorize such action in which case such greater proportion of written consents
shall be required.
                                                  ARTICLE II

                                                    Directors

Section 1. Management of Corporation. The business of the Corporation shall be managed by its Board of
Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by
the Stockholders.

Section 2. Number, Tenure, and Qualifications. The number of Directors which shall constitute the whole board
shall be a least one. The number of Directors may from time to time be increased or decreased to not less than
one nor more than fifteen. The Directors shall be elected at the annual meeting of the Stockholders and except as
provided in Section 2 of this Article, each Director elected shall hold office until his successor is elected and
qualified. Directors need not be Stockholders.

Section 3. Vacancies. Vacancies in the Board of Directors including those caused by an increase in the number of
Directors, may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office until his successor is elected at an annual or a
special meeting of the Stockholders. The holders of two-thirds of the outstanding shares of Stock entitled to vote
may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called
for such purpose or by a written statement filed with the secretary or, in his absence, with any other Officer. Such
removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or
removal of any Directors,. or if the authorized number of Directors be increased, or if the Stockholders fail at any
annual or special meeting of Stockholders at which any Director or directors are elected to elect the full
authorized number of Directors to be voted for at that meeting.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board
or the Stockholders shall have power to elect a successor to take office when the resignation is to become
effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the
expiration of his term of office.
Section 4. Annual and Regular Meetings. Regular meetings of the Board of Directors shall be held at any place
within or without the State, which has been designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the absence of such designation regular meetings shall be held at the
registered office of the Corporation. Special meetings of the Board may be held either at a place so designated or
at the registered office. Regular meetings of the Board of Directors may be held without call or notice at such time
and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 5. First Meeting. The first meeting of each newly elected Board of Directors shall be held immediately
following the adjournment of the meeting of Stockholders and at the place thereof. No notice of such meeting
shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum be present. In the
event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman or the
President or by any Vice President or by any two Directors.

Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to
each Director by mail or by other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the
meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in
the United States mail or delivered to the telegraph company at least three (3) days prior to the time of the
holding of the meeting. In case such notice is hand delivered as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as.
above provided shall be due, legal and personal notice to such Director.

Section 7. Business of Meetings. The transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written
waiver of notice, or a consent or approvals shall be filed with the corporate records or made a part of the minutes
of the meeting.
Section 8. Quorum; Adjourned Meetings. A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present
shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the
Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record
thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all
respects as if passed by the Board in regular meeting.

A quorum of the Directors may adjourn any Directors meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not be given to the absent Directors if the time
and place, be fixed at the meeting adjourned.

Section 9. Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board,
designate one or more committees of the board of Directors, each committee to consist of a least one or more of
the directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the
power of the Board of Directors in the resolution, shall have and may exercise the power of the Board of
Directors in the management of the business and affairs of the Corporation and may have power to authorize the
seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have
such name or names as may be determined from time to time by. the Board of Directors. The members of any
such committee present at any meeting and not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors. to act at the meeting in the place of any
absent or disqualified member. At meetings of such committees, a majority of the members or alternate members
shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate
members at any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 10. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by
all members of the board of Directors or of such committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or committee.
Section 11. Special Compensation. The Directors may be paid their expenses of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or
a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefore. Members of special or stand-in committees may be allowed
like reimbursement and compensation for attending committee meetings.

                                                  ARTICLE III

                                                      Notices

Section 1. Notice of Meetings. Notices of meetings shall be in writing and signed by the President or a Vice
President or the Secretary or an Assistant Secretary or by such other person or persons as the Directors shall
designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the
place, which may be within or without this State, where it is to be held. A copy of such notice shall be either
delivered personally to or shall be mailed, postage prepaid, to each Stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to
a Stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any
such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such Stockholder. Personal delivery of any such
notice to any Officer of a Corporation or association, or to any member of a partnership shall constitute delivery
of such notice to such Corporation, association or partnership. In the event of the transfer of Stock after delivery
of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the
meeting to the transferee.

Section 2. Effect of Irregularly Called Meetings. Whenever all parties entitled to vote at any meeting, whether of
Directors or Stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary,
or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called
and noticed, and at such meeting any business may be transacted which is not excepted from the written consent
or to the consideration of which no objection for want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings
of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of
Stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the
statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

                                                  ARTICLE IV

                                                     Officers

Section 1. Election. The Officers of the Corporation shall be chosen by the Board of Directors and shall be a
President, a Secretary and a Treasurer, none of whom need be Directors. Any person may hold two or more
offices. The Board of Directors may appoint a Chairman of the Board, Vice-Chairman of the Board, one or
more Vice Presidents, Assistant Treasurers and Assistant Secretaries.

Section 2. Chairman of the Board. The Chairman of the Board shall preside at meetings of the Stockholders and
the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into
effect.

Section 3. Vice-Chairman of the Board. The Vice-Chairman shall, in the absence or disability of the Chairman of
the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such
other duties as the Board of Directors may from time to time prescribe.

Section 4. President. The President shall be the Chief Executive Officer of the Corporation and shall have active
management of the business of the Corporation. He shall execute on behalf of the Corporation all instruments
requiring such execution except to the extent the signing and execution thereof shall be expressly designated by
the Board of Directors to some other Officer or Agent of the Corporation. In the absence of the President the
Vice President will assume all of the President's responsibilities.

Section 5. Vice President. The Vice President shall act under the direction of the President and in the absence or
disability of the President shall perform the duties and exercise the powers of the President. They shall perform
such other duties and have such other powers as the President or the Board of Directors may from time to time
prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise
specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descent to the
Vice Presidents in such specified order of seniority.
Section 6. Secretary. The Secretary shall act under the direction of the President. Subject to the direction of the
President he shall attend all meetings of the Board of Directors and all meetings of the Stockholders and record
the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause
to be given, notice of all meetings of the Stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of Directors. In the absence of the
Secretary the Vice President will assume all of the Secretary's responsibilities.

Section 7. Assistant Secretaries. The Assistant Secretaries shall act under the direction of the President. In order
of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall
perform such other duties and have such other powers as the President or the Board of Directors may from time
to time prescribe.

Section 8. Treasurer. The Treasurer shall act under the direction of the President. Subject to the direction of the
President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the Corporation as may be ordered by the President or the Board of
Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. In the absence of the Treasurer the Vice President
will assume all of the Treasurer's responsibilities.

If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of directors for the faithful performance of the duties of his office and
for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his possession or under his control
belonging to the Corporation.

Section 9. Assistant Treasurers. The Assistant Treasurers in the order of their seniority, unless otherwise
determined by the President or the Board of Director, shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other
powers as the President or the Board of Directors may from time to time prescribe.

Section 10. Compensation. The salaries and compensation of all Officers of the Corporation shall be fixed by the
Board of Directors.
Section 11. Removal; Resignation. The Officers of the Corporation shall hold office at the pleasure of the Board
of Directors. Any Officer elected or appointed by the Board of Directors may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.

                                                    ARTICLE V

                                                    Capital Stock

Section 1. Certificates. Every Stockholder shall be entitled to have a certificate signed by the President or a Vice
President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of Stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of the various classes of Stock or series
thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on
the face or back of the certificate, which the Corporation shall issue to represent such Stock.

If a certificate is signed (1) by a transfer agent other than the Corporation or its employees or (2) by a registrar
other than the Corporation or its employees, the signatures of the Officers of the Corporation may be facsimiles.
In case any Officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to
be such Officer before such certificate is issued, such certificate may be issued with the same effect as though the
person had not ceased to be such Officer. The seal of the Corporation, or a facsimile thereof, may, but . need not
be, affixed to Certificates of Stock.

Section 2. Surrendered, Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of
Stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance thereof, require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 3. Replacement Certificates. Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and
regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to
issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its
books.

Section 4. Record Date. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less
than ten (10) days preceding the date of any meeting of Stockholders, or the date for the payment of any
distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of
capital Stock shall go into effect, or a date in connection with
obtaining the consent of Stockholders for any purpose, as a record date for the determination of the
Stockholders entitled to notice of an to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such distribution, or to give such consent, and in such case, such Stockholders, and only
such Stockholders as shall be Stockholders of record on the date so fixed, shall be entitled to notice of and to
vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any Stock on the Books of. the Corporation after any such record date fixed as aforesaid.

Section 5. Registered Owner. The Corporation shall be entitled to recognize the person registered on its books
as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the
Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise
provided by the laws of Nevada.

                                                  ARTICLE VI

                                               General Provisions

Section 1. Registered Office. The registered office of this Corporation shall be in the State of Nevada.

The Corporation may also have offices at such other places both within and without the State of Nevada as the
Board of Directors may from time to time determine or the business of the Corporation may require.
Section 2. Distributions. Distributions upon capital stock of the Corporation, subject to the provisions of the
Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the
provisions of the Articles of Incorporation.

Section 3. Reserves. Before payment of any distribution, there may be set aside out of any funds of the
Corporation available for distributions such sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for
repairing or maintaining any property of the Corporation or for such other purpose as the Directors shall think
conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

Section 4. Checks; Notes. All checks or demands for money and notes of the Corporation shall be signed by
such Officer or Officers or such other person or persons as the Board of Directors may from time to time
designate.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 6. Corporate Seal. The Corporation may or may not have a corporate seal, as may from time to time be
determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon
the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner reproduced.

                                                 ARTICLE VII

                                                 Indemnification

Section 1. Indemnification of Officers and Directors, Employees and Other Persons. Every person who was or is
a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal
representative is or was a Director or Officer of the Corporation or is or was serving at the request of the
Corporation or for its benefit as a Director or Officer of another Corporation,. or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the general corporation law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. The expenses of Officers and
Directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as
they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director or Officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired
by such person. Such right of indemnification shall not be exclusive of any other right which such Directors,
Officers or representatives may have or hereafter acquire and, without limiting the generality of such statement,
they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of
Stockholders, provision of law or otherwise, as well as their rights under this Article.

Section 2. Insurance. The Board of Directors may cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of
the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against any liability asserted against and incurred in any such capacity or arising
out of such status, whether or not the Corporation would have the power to indemnify such person.

Section 3. Further Bylaws. The Board of Directors may from time to time adopt further Bylaws with respect to
indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted
by the General Corporation Law of the State of Nevada.

                                                  ARTICLE VIII

                                                   Amendments

Section 1. Amendments by Stockholders. The Bylaws may be amended by a majority vote of all the Stock
issued and outstanding and. entitled to vote for the election of Directors of the Stockholders, provided notice of
intention to amend shall have been contained in the notice of the meeting.

Section 2. Amendments by Board of Directors. The Board of Directors by a majority vote of the whole Board at
any meeting may amend these Bylaws, including Bylaws adopted by the Stockholders, but the Stockholders may
from time to time specify particular provisions of the Bylaws, which shall not be amended by the Board of
Directors.
EXHIBIT 5

                               Sichenzia Ross Friedman Ference LLP
                      1065 AVENUE OF THE AMERICAS NEW YORK NY 10018

                      TEL 212 930 9700 FAX 212 930 9725 WWW.SRFFLLP.COM

                                              September 16, 2004

                                   VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

RE: China Health Holding, Inc.
Form SB-2 Registration Statement (File No. 333-

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form SB-2 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), filed by China Health Holding, Inc., a Nevada corporation (the
"Company"), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the
Company, certificates of officers of the Company and public officials, and other documents as we have deemed
relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or
photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the
Registration Statement are duly authorized and will be, when issued in the manner described in the Registration
Statement, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to
our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.

Very truly yours,

                                  /s/ Sichenzia Ross Friedman Ference LLP
                                  ---------------------------------------
                                      Sichenzia Ross Friedman Ference LLP

								
To top