AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN ACCORDANCE WITH REGULATION S THEREUNDER. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF CHINA HEALTH RESOURCE, INC. (THE “ COMPANY ”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE COMPANY, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S, OR IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS IN RELIANCE UPON RULE 144 A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED.

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

Recitals

WHEREAS , reference is made to that certain Convertible Promissory Note dated as of December 30, 2008, executed and delivered by China Health Resource, Inc., a Delaware corporation (the “ Borrower ”) to Mr. Lei Guo (the “ Holder ”), a citizen of People’s Republic of China (“ PRC ”) in his capacity as Trustee under that certain Property Trust Agreement, dated December 16, 2008, with Sichuan Yinfa Resource Development Co., Ltd. as Trustor, in the original principal sum of FIVE MILLION SEVEN HUNDRED TEN THOUSAND NINE HUNDRED NINETY-FOUR DOLLARS ($5,710,994.00) (the “ Initial Note ”);

WHEREAS , the Borrower and the Holder desire to amend and restate the Initial Note effective as of December 30, 2008 to set forth the Conversion Price (hereinafter defined), all as more particularly set forth in this Amended and Restated Convertible Promissory Note (this “ Note ”);

NOW, THEREFORE , in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficient of which is hereby mutually acknowledged, the Borrower and the Holder, intending to be legally bound, hereby amend and restate the Initial Note as follows:

2

For value received, the Borrower, with a principal place of business located at 343 Sui Zhou Zhong Road, Suining City, Sichuan Province, PRC, hereby promises to pay to the order of the Holder, with a principal place of business located at No. 188 Xishan Road, Chuanshan District, Suining City, Sichuan Province, PRC, the principal sum of FIVE MILLION SEVEN HUNDRED TEN THOUSAND NINE HUNDRED NINETY-FOUR DOLLARS ($5,710,994.00) (the “ Principal Amount ”), together with simple interest from December 30, 2008 at the fixed annual rate of one and one-half percent (1.50%) on the Principal Amount of this Note outstanding from time to time as long as there is no Event of Default continuing hereunder, and four percent (4%) per annum if not paid when due or while any Event of Default is continuing. Interest on this Note shall be computed on the basis of a year of 365 days for the actual number of days elapsed, shall be compounded annually and be payable at the Maturity Date (as defined below). Except as otherwise provided herein, the Principal Amount due under this Note and all accrued and unpaid interest hereunder (collectively, the “ Outstanding Amount ”) shall be payable on December 30, 2010 (the “ Maturity Date ”), subject to the Mandatory Conversion (as defined below). No payment shall be made with respect to the Outstanding Amount unless there is an Event of Default and acceleration of payment.

This Note is issued pursuant to that certain Contract of Lease of Property, between the Borrower and the Holder, dated December 19, 2008 (the “ Lease Agreement ”), and amends and restates in its entirety the Initial Note. In the event of any conflict or inconsistency between this Note and the Lease Agreement, the provisions of this Note shall control.

Concurrently with the execution and delivery of this Note by the Borrower to the Holder, the Holder shall cancel and return the Initial Note to the Borrower, and said Initial Note shall have no further force and effect.

The Outstanding Amount will automatically be converted (each, &