CHHI's VP CONSULTING SERVICES AGREEMENT

CHHI's VP CONSULTING SERVICES AGREEMENT

THIS AGREEMENT is made as of the 1st 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:

Dick Wu or NOMINEE, having an office at 1866 E. 52 Ave. Vancouver, BC,

Canada V5T 1W7

(hereinafter called " VP")

OF THE SECOND PART

WHEREAS:

A. CHHI to retain VP 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 VP hereto agree as follows:

1. APPOINTMENT OF VP

1.1 CHHI hereby retains VP 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 VP 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, VP shall be a VP of

CHHI.

2. LIMITATIONS ON ACTIVITIES

2.1 VP 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, VP

agrees that:

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(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 MAY1 2005 and shall continue

for 2 year, terminating on APRIL30 200 with a review after three (3)

month probationary period, 6where 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 VP shall be granted a call from CHHI on 1st: 150,000 shares options of

CHHI's capital stock option at a price of 30 cents USD per share,

which will be exercisable until April30 2006, and 2nd: 150,000 shares

options of CHHI's capital stock option at a price of 80 cents USD per

share, which will be exercisable until April 30 2007 and, or, thirty

(30) days after the termination of this Agreement. Upon payment of 30

cents or/and 80 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 300,000 shares ( options ), and will either transfer, if

possible, such shares to a brokerage account of VP's choice or provide