Agreement to Cancel the Contract of
Lease of Property
and
Amended and Restated Convertible
Promissory Note
(As approved by the Board of
Directors of China Health Resource, Inc.,
Effective July 30, 2009)
This Agreement
to Cancel the Contract of Lease Property and Amended and Restated
Convertible Promissory Note, dated and effective as of 30 July
2009, (“Agreement”) is made by:
Sichuan
Yinfa Resource Development Co., Ltd. (“SYRD”),
Address: No. 188 Xishan Road,
Chuanshan District, Suining City, Sichuan Province, P.R. China
629000; with Mr. Lei Guo (“Trustee”), ID
Number: 510902197810125758, acting as Trustee of SYRD,
and located at
Address: No. 188 Xishan Road,
Chuanshan District, Suining City, Sichuan Province, P.R. China
629000; and
China Health
Resource, Inc. (“CHRI”)
Address: 343 Sui Zhou Zhong Road,
Suining City, Sichuan Province, P.R. China.
CHRI and SYRD
may hereinafter also be referred to individually as a
“party” and collectively as the
“parties.” Mr. Lei Guo is a party to
this Agreement for the sole purpose of being obligated to surrender
the stock certificate(s) evidencing the 12,605,615 shares of Class
A Common Stock issued to Mr. Lei Guo and to do so in accordance
with paragraph 4 below.
RECITALS
Contract of
Lease of Property and Amended Restated Convertible Promissory
Note
Whereas, On
December 16, 2008, a Contract of Lease of Property was entered into
between Mr. Lei Guo, in his capacity as Trustee for Sichuan Yinfa
Resource Development Co., Ltd., and China Health Resource, Inc.
(“Lease Property”). In addition, on December
30, 2008 (as Amended and Restated on January 21, 2009) in
connection with the Lease Property, a Convertible Promissory Note
(“Note&r
