CHINA HEALTH HOLDING, INC.
(NASDAQ OTCBB: CHHH)
CORPORATE DEVELOPMENT
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 9th day of Febuary, 2007.
BETWEEN: CHINA HEALTH
HOLDING INC., (or its Nominee), a company incorporated in
Nevada USA, having
Business Address at
101 Convention Center
Drive,
Suite 700, Las Vegas, NV 89107-2001 USA, and a Canada/Mailing
Address
at Park Place # 600 - 666 Burrard St., Vancouver, B.C. Canada, V6C
2X8
(Hereinafter called "CHHH ( OTCBB NASDAQ)")
OF THE FIRST PART
AND: Mr. Yu,
Xiaofei , having an
office for business
located at
110-601,
Da-You-Bei-Li, Hai-Dian District, Beijing, P. R. China
(Hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. CHHH (
OTCBB NASDAQ)
wishes to retain and
appoint the
Consultant
as
President of CHHH
(OTCBB NASDAQ) to provide global corporate development
consulting services to CHHH ( OTCBB NASDAQ) in China and
worldwide.
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 THE PRESIDENT
----------------------------
CHHH
( OTCBB NASDAQ) hereby retains and appoints the Consultant to serve
as
President of
CHHH (OTCBB NASDAQ) to provide global corporate management
development consulting
services to CHHH (
OTCBB NASDAQ) in China and worldwide
as may from time to time be required with respect to CHHH ( OTCBB
NASDAQ), and
as more particularly described on Schedule A hereto.
1.1
The Consultant agrees to devote sufficient energy, time,
performance and
results as may be necessary and to employ his best efforts to
faithfully
and industriously
perform the services as described in Schedule A
hereto.
<PAGE>
1.2
In rendering his
global corporate
management
development
consulting
services hereunder, the Consultant shall be serve in the capacity
of the
President of CHHH ( OTCBB NASDAQ).
2. LIMITATIONS
ON ACTIVITIES
-------------------------
2.1
The Consultant
recognizes and agrees that securities laws, regulations
and policies in the U.S.A., Canada, PR China and elsewhere
limits the
allowable scope
of management activities and prohibit certain
activities.
Notwithstanding any other provision of this agreement, the
Consultant
agrees that
he will not engage in any activity in
contravention of the
law, regulation
or policy of any body having
jurisdiction in any
jurisdiction
in which he conducts
marketing and
promotional activities on behalf of CHHH ( OTCBB NASDAQ).
3. TERM
-----
3.1
The term of this agreement shall commence on February 9, 2007
and shall
continue for two (2)
years, terminating
on February 8, 2009,
with an
initial review after six (6) months and annual reviews, at which times
this agreement
may be revised
and adjusted for any reason, or the
duties, time commitments and compensation may be adjusted and
revised by
mutual consent.
Either party may
terminate this agreement with one (i)
month advance notice with or without reason.
4.
COMPENSATION
-------------
4.1.
Monthly Compensation -
CHHH (OTCBB NASDAQ) agrees to pay the Consultant
a monthly compensation
of $18,000 USD
effective as of January 1, 2007,
with
such compensation
accruing as a loan to
the Company with interest
of 10%, until such time as the Company has closed a financing.
4.2
Warrants - CHHH (OTCBB
NASDAQ) hereby agrees to issue to the Consultant
a warrant to purchase
4,000,000 shares of
common stock of the Company,
which shall
be exercisable at a price of $0.20 and which shall be
exercisable until
February 8, 2012; or, thirty (30) days after the
termination of this Agreement.
5.
CONFIDENTIALITY
----------------
5.1. The
Consultant agrees to keep confidential any information not
otherwise
readily available from public sources which it obtains from CHHH (
OTCBB
NASDAQ). Upon termination of this agreement, the Consultant shall
return
to CHHH ( OTCBB NASDAQ) all data, information and other written
material
regarding CHHH ( OTCBB
NASDAQ) obtained by the Consultant from the
Company in connection with the performance of its services
hereunder.
<PAGE>
6. NONCOMPETION
and NONSOLICITATION
6.1
Consultant recognizes
that the services to be performed by him pursuant
to this Agreement are
special, unique and
extraordinary.
The parties
confirm that
it is reasonably necessary for the protection of the
Company's goodwill
that Consultant
