CHINA HEALTH HOLDING, INC. 2005 INCENTIVE STOCK PLAN

CHINA HEALTH HOLDING, INC. 2005 INCENTIVE STOCK PLAN

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THIS CHINA HEALTH HOLDING, INC. 2005 INCENTIVE STOCK PLAN (the "Plan") is

designed to retain directors, executives and selected employees and consultants

and reward them for making major contributions to the success of the Company.

These objectives are accomplished by making long-term incentive awards under the

Plan thereby providing Participants with a proprietary interest in the growth

and performance of the Company.

1. Definitions.

(a) "Board" - The Board of Directors of the Company.

(b) "Code" - The Internal Revenue Code of 1986, as amended from time to

time.

(c) "Committee" - The Compensation Committee of the Company's Board, or

such other committee of the Board that is designated by the Board to

administer the Plan, composed of not less than two members of the

Board all of whom are disinterested persons, as contemplated by Rule

16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of

1934, as amended (the "Exchange Act").

(d) "Company" - China Health Holding, Inc. and its subsidiaries including

subsidiaries of subsidiaries.

(e) "Exchange Act" - The Securities Exchange Act of 1934, as amended from

time to time.

(f) "Fair Market Value" - The fair market value of the Company's issued

and outstanding Stock as determined in good faith by the Board or

Committee.

(g) "Nevada Securities Rules" - Section 90.520(2)(l) of the Nevada Revised

Statutes.

(h) "Grant" - The grant of any form of stock option, stock award, or stock

purchase offer, whether granted singly, in combination or in tandem,

to a Participant pursuant to such terms, conditions and limitations as

the Committee may establish in order to fulfill the objectives of the

Plan.

(i) "Grant Agreement" - An agreement between the Company and a Participant

that sets forth the terms, conditions and limitations applicable to a

Grant.

(j) "Option" - Either an Incentive Stock Option, in accordance with

Section 422 of Code, or a Nonstatutory Option, to purchase the

Company's Stock that may be awarded to a Participant under the Plan. A

Participant who receives an award of an Option shall be referred to as

an "Optionee."

(k) "Participant" - A director, officer, employee or consultant of the

Company to whom an Award has been made under the Plan.

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(l) "Restricted Stock Purchase Offer" - A Grant of the right to purchase a

specified number of shares of Stock pursuant to a written agreement

issued under the Plan.

(m) "Securities Act" - The Securities Act of 1933, as amended from time to

time.

(n) "Stock" - Authorized and issued or unissued shares of common stock of

the Company.

(o) "Stock Award" - A Grant made under the Plan in stock or denominated in

units of stock for which the Participant is not obligated to pay

additional consideration.

2. Administration. The Plan shall be administered by the Board, provided

however, that the Board may delegate such administration to the Committee.

Subject to the provisions of the Plan, the Board and/or the Committee shall

have authority to (a) grant, in its discretion, Incentive Stock Options in

accordance with Section 422 of the Code, or Nonstatutory Options, Stock

Awards or Restricted Stock Purchase Offers; (b) determine in good faith the

fair market value of the Stock covered by any Grant; (c) determine which

eligible persons shall receive Grants and the number of shares,

restrictions, terms and conditions to be included in such Grants; (d)

construe and interpret the Plan; (e) promulgate, amend and rescind rules

and regulations relating to its administration, and correct defects,

omissions and inconsistencies in the Plan or any Grant; (f) consistent with

the Plan and with the consent of the Participant, as appropriate, amend any

outstanding Grant or amend the exercise date or dates thereof; (g)

determine the duration and purpose of leaves of absence which may be

granted to Participants without constituting termination of their

employment for the purpose of the Plan or any Grant; and (h) make all other

determinations necessary or advisable for the Plan's administration. The

interpretation and construction by the Board of any provisions of the Plan

or selection of Participants shall be conclusive and final. No member of

the Board or the Committee shall be liable for any action or determination

made in good faith with respect to the Plan or any Grant made thereunder.

3. Eligibility.

(a) General: The persons who shall be eligible to receive Grants shall be

directors, officers, employees or consultants to the Company. The term

consultant shall mean any person, other than an employee, who is

engaged by the Company to render services and is compensated for such

services. An Optionee may hold more than one Option. Any issuance of a

Grant to an officer or director of the Company subsequent to the first

registration of any of the securities of the Company under the

Exchange Act shall comply with the requirements of Rule 16b-3.

(b) Incentive Stock Options: Incentive Stock Options may only be issued to

employees of the Company. Incentive Stock Options may be granted to

officers or directors, provided they are also employees of the

Company. Payment of a director's fee shall not be sufficient to

constitute employment by the Company.

The Company shall not grant an Incentive Stock Option under the

Plan to any employee if such Grant would result in such employee

holding the right to exercise for the first time in any one calendar

year, under all Incentive Stock Options granted under the Plan or any

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other plan maintained by the Company, with respect to shares of Stock

having an aggregate fair market value, determined as of the date of

the Option is granted, in excess of $100,000. Should it be determined

that an Incentive Stock Option granted under the Plan exceeds such

maximum for any reason other than a failure in good faith to value the

Stock subject to such option, the excess portion of such option shall

be considered a Nonstatutory Option. To the extent the employee holds

two (2) or more such Options which become exercisable for the first

time in the same calendar year, the foregoing limitation on the

exercisability of such Option as Incentive Stock Options under the

Federal tax laws shall be applied on the basis of the order in which

such Options are granted. If, for any reason, an entire Option does

not qualify as an Incentive Stock Option by reason of exceeding such

maximum, such Option shall be considered a Nonstatutory Option.

(c) Nonstatutory Option: The provisions of the foregoing Section 3(b)

shall not apply to any Option designated as a "Nonstatutory Option" or

which sets forth the intention of the parties that the Option be a

Nonstatutory Option.

(d) Stock Awards and Restricted Stock Purchase Offers: The provisions of

this Section 3 shall not apply to any Stock Award or Restricted Stock

Purchase Offer under the Plan.

4. Stock.

(a) Authorized Stock: Stock subject to Grants may be either unissued or

reacquired Stock.

(b) Number of Shares: Subject to adjustment as provided in Section 5(i) of

the Plan, the total number of shares of Stock which may be purchased

or granted directly by Options, Stock Awards or Restricted Stock

Purchase Offers, or purchased indirectly through exercise of Options

granted under the Plan shall not exceed Three Million Nine Hundred

Thousand (3,900,000). If any Grant shall for any reason terminate or

expire, any shares allocated thereto but remaining unpurchased upon

such expiration or termination shall again be available for Grants

with respect thereto under the Plan as though no Grant had previously

occurred with respect to such shares. Any shares of Stock issued

pursuant to a Grant and repurchased pursuant to the terms thereof

shall be available for future Grants as though not previously covered

by a Grant.

(c) Reservation of Shares: The Company shall reserve and keep available at

all times during the term of the Plan such number of shares as shall

be sufficient to satisfy the requirements of the Plan. If, after

reasonable efforts, which efforts shall not include the registration

of the Plan or Grants under the Securities Act, the Company is unable

to obtain authority from any applicable regulatory body, which

authorization is deemed necessary by legal counsel for the Company for

the lawful issuance of shares hereunder, the Company shall be relieved

of any liability with respect to its failure to issue and sell the

shares for which such requisite authority was so deemed necessary

unless and until such authority is obtained.

(d) Application of Funds: The proceeds received by the Company from the

sale of Stock pursuant to the exercise of Options or rights under

Stock Purchase Agreements will be used for general corporate purposes.

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(e) No Obligation to Exercise: The issuance of a Grant shall impose no

obligation upon the Participant to exercise any rights under such

Grant.

5. Terms and Conditions of Options. Options granted hereunder shall be

evidenced by agreements between the Company and the respective Optionees,

in such form and substance as the Board or Committee shall from time to

time approve. The form of Incentive Stock Option Agreement attached hereto

as Exhibit A and the three forms of a Nonstatutory Stock Option Agreement

for employees, for directors and for consultants, attached hereto as

Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be deemed to

be approved by the Board. Option agreements need not be identical, and in

each case may include such provisions as the Board or Committee may

determine, but all such agreements shall be subject to and limited by the

following terms and conditions:

(a) Number of Shares: Each Option shall state the number of shares to

which it pertains.

(b) Exercise Price: Each Option shall state the exercise price, which

shall be determined as follows:

(i) Any Incentive Stock Option granted to a person who at the

time the Option is granted owns (or is deemed to own pursuant to

Section 424(d) of the Code) stock possessing more than ten percent

(10%) of the total combined voting power or value of all classes of

stock of the Company ("Ten Percent Holder") shall have an exercise

price of no less than 110% of the Fair Market Value of the Stock as of

the date of grant; and

(ii) Incentive Stock Options granted to a person who at the time

the Option is granted is not a Ten Percent Holder shall have an

exercise price of no less than 100% of the Fair Market Value of the

Stock as of the date of grant.

For the purposes of this Section 5(b), the Fair Market Value

shall be as determined by the Board in good faith, which determination

shall be conclusive and binding; provided however, that if there is a

public market for such Stock, the Fair Market Value per share shall be

the average of the bid and asked prices (or the closing price if such

stock is listed on the NASDAQ National Market System or Small Cap

Issue Market) on the date of grant of the Option, or if listed on a

stock exchange, the closing price on such exchange on such date of

grant.

(c) Medium and Time of Payment: The exercise price shall become

immediately due upon exercise of the Option and shall be paid in cash

or check made payable to the Company. Should the Company's outstanding

Stock be registered under Section 12(g) of the Exchange Act at the

time the Option is exercised, then the exercise price may also be paid

as follows:

(i) in shares of Stock held by the Optionee for the requisite

period necessary to avoid a charge to the Company's earnings for

financial reporting purposes and valued at Fair Market Value on the

exercise date, or

(ii) through a special sale and remittance procedure pursuant to

which the Optionee shall concurrently provide irrevocable written

instructions (a) to a Company designated brokerage firm to effect the

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immediate sale of the purchased shares and remit to the Company, out

of the sale proceeds available on the settlement date, sufficient

funds to cover the aggregate exercise price payable for the purchased

shares plus all applicable Federal, state and local income and

employment taxes required to be withheld by the Company by reason of

such purchase and (b) to the Company to deliver the certificates for

the purchased shares directly to such brokerage firm in order to

complete the sale transaction.

At the discretion of the Board, exercisable either at the time of

Option grant or of Option exercise, the exercise price may also be

paid (i) by Optionee's delivery of a promissory note in form and

substance satisfactory to the Company and permissible under the

Securities Rules of the State of Nevada and bearing interest at a rate

determined by the Board in its sole discretion, but in no event less

than the minimum rate of interest required to avoid the imputation of

compensation income to the Optionee under the Federal tax laws, or

(ii) in such other form of consideration permitted by the Nevada

corporations law as may be acceptable to the Board.

(d) Term and Exercise of Options: Any Option granted to an employee of the

Company shall become exercisable

over a period of no longer than five (5) years, and no less than

twenty percent (20%) of the shares covered thereby shall become

exercisable annually. No Option shall be exercisable, in whole or in

part, prior to one (1) year from the date it is granted unless the

Board shall specifically determine otherwise, as provided herein. In

no event shall any Option be exercisable after the expiration of ten

(10) years from the date it is granted, and no Incentive Stock Option

granted to a Ten Percent Holder shall, by its terms, be exercisable

after the expiration of five (5) years from the date of the Option.

Unless otherwise specified by the Board or the Committee in the

resolution authorizing such Option, the date of grant of an Option

shall be deemed to be the date upon which the Board or the Committee

authorizes the granting of such Option.

Each Option shall be exercisable to the nearest whole share, in

installments or otherwise, as the respective Option agreements may

provide. During the lifetime of an Optionee, the Option shall be

exercisable only by the Optionee and shall not be assignable or

transferable by the Optionee, and no other person shall acquire any

rights therein. To the extent not exercised, installments (if more

than one) shall accumulate, but shall be exercisable, in whole or in

part, only during the period for exercise as stated in the Option

agreement, whether or not other installments are then exercisable.

(e) Termination of Status as Employee, Consultant or Director: If

Optionee's status as an employee shall terminate for any reason other

than Optionee's disability or death, then Optionee (or if the Optionee

shall die after such termination, but prior to exercise, Optionee's

personal representative or the person entitled to succeed to the

Option) shall have the right to exercise the portions of any of

Optionee's Incentive Stock Options which were exercisable as of the

date of such termination, in whole or in part, not less than 30 days

nor more than three (3) months after such termination (or, in the

event of "termination for good cause" as that term is defined in

Nevada case law related thereto, or by the terms of the Plan or the

Option Agreement or an employment agreement, the Option shall

automatically terminate as of the termination of employment as to all

shares covered by the Option).

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With respect to Nonstatutory Options granted to employees,

directors or consultants, the Board may specify such period for

exercise, not less than 30 days (except that in the case of

"termination for cause" or removal of a director, the Option shall

automatically terminate as of the termination of employment or

services as to shares covered by the Option, following termination of

employment or services as the Board deems reasonable and appropriate.

The Option may be exercised only with respect to installments that the

Optionee could have exercised at the date of termination of employment

or services. Nothing contained herein or in any Option granted

pursuant hereto shall be construed to affect or restrict in any way

the right of the Company to terminate the employment or services of an

Optionee with or without cause.

(f) Disability of Optionee: If an Optionee is disabled (within the meaning

of Section 22(e)(3) of the Code) at the time of termination, the three

(3) month period set forth in Section 5(e) shall be a period, as

determined by the Board and set forth in the Option, of not less than

six months nor more than one year after such termination.

(g) Death of Optionee: If an Optionee dies while employed by, engaged as a

consultant to, or serving as a Director of the Company, the portion of

such Optionee's Option which was exercisable at the date of death may

be exercised, in whole or in part, by the estate of the decedent or by

a person succeeding to the right to exercise such Option at any time

within (i) a period, as determined by the Board and set forth in the

Option, of not less than six (6) months nor more than one (1) year

after Optionee's death, which period shall not be more, in the case of

a Nonstatutory Option, than the period for exercise following

termination of employment or services, or (ii) during the remaining

term of the Option, whichever is the lesser. The Option may be so

exercised only with respect to installments exercisable at the time of

Optionee's death and not previously exercised by the Optionee.

(h) Nontransferability of Option: No Option shall be transferable by the

Optionee, except by will or by the laws of descent and distribution.

(i) Recapitalization: Subject to any required action of shareholders, the

number of shares of Stock covered

by each outstanding Option, and the exercise price per share

thereof set forth in each such Option, shall be proportionately

adjusted for any increase or decrease in the number of issued shares

of Stock of the Company resulting from a stock split, stock dividend,

combination, subdivision or reclassification of shares, or the payment

of a stock dividend, or any other increase or decrease in the number

of such shares affected without receipt of consideration by the

Company; provided, however, the conversion of any convertible

securities of the Company shall not be deemed to have been "effected

without receipt of consideration" by the Company.

In the event of a proposed dissolution or liquidation of the

Company, a merger or consolidation in which the Company is not the

surviving entity, or a sale of all or substantially all of the assets

or capital stock of the Company (collectively, a "Reorganization"),

unless otherwise provided by the Board, this Option shall terminate

immediately prior to such date as is determined by the Board, which

date shall be no later than the consummation of such Reorganization.

In such event, if the entity which shall be the surviving entity does

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not tender to Optionee an offer, for which it has no obligation to do

so, to substitute for any unexercised Option a stock option or capital

stock of such surviving of such surviving entity, as applicable, which

on an equitable basis shall provide the Optionee with substantially

the same economic benefit as such unexercised Option, then the Board

may grant to such Optionee, in its sole and absolute discretion and

without obligation, the right for a period commencing thirty (30) days

prior to and ending immediately prior to the date determined by the

Board pursuant hereto for termination of the Option or during the

remaining term of the Option, whichever is the lesser, to exercise any

unexpired Option or Options without regard to the installment

provisions of Paragraph 6(d) of the Plan; provided, that any such

right granted shall be granted to all Optionees not receiving an offer

to receive substitute options on a consistent basis, and provided

further, that any such exercise shall be subject to the consummation

of such Reorganization.

Subject to any required action of shareholders, if the Company

shall be the surviving entity in any merger or consolidation, each

outstanding Option thereafter shall pertain to and apply to the

securities to which a holder of shares of Stock equal to the shares

subject to the Option would have been entitled by reason of such

merger or consolidation.

In the event of a change in the Stock of the Company as presently

constituted, which is limited to a change of all of its authorized

shares without par value into the same number of shares with a par

value, the shares resulting from any such change shall be deemed to be

the Stock within the meaning of the Plan.

To the extent that the foregoing adjustments relate to stock or

securities of the Company, such adjustments shall be made by the

Board, whose determination in that respect shall be final, binding and

conclusive. Except as expressly provided in this Section 5(i), the

Optionee shall have no rights by reason of any subdivision or

consolidation of shares of stock of any class or the payment of any

stock dividend or any other increase or decrease in the number of

shares of stock of any class, and the number or price of shares of

Stock subject to any Option shall not be affected by, and no

adjustment shall be made by reason of, any dissolution, liquidation,

merger, consolidation or sale of assets or capital stock, or any issue

by the Company of shares of stock of any class or securities

convertible into shares of stock of any class.

The Grant of an Option pursuant to the Plan shall not affect in

any way the right or power of the Company to make any adjustments,

reclassifications, reorganizations or changes in its capital or

business structure or to merge, consolidate, dissolve, or liquidate or

to sell or transfer all or any part of its business or assets.

(j) Rights as a Shareholder: An Optionee shall have no rights as a

shareholder with respect to any shares covered by an Option until the

effective date of the issuance of the shares following exercise of

such Option by Optionee. No adjustment shall be made for dividends

(ordinary or extraordinary, whether in cash, securities or other

property) or distributions or other rights for which the record date

is prior to the date such stock certificate is issued, except as

expressly provided in Section 5(i) hereof.

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(k) Modification, Acceleration, Extension, and Renewal of Options: Subject

to the terms and conditions and within the limitations of the Plan,

the Board may modify an Option, or, once an Option is exercisable,

accelerate the rate at which it may be exercised, and may extend or

renew outstanding Options granted under the Plan or accept the

surrender of outstanding Options (to the extent not theretofore

exercised) and authorize the granting of new Options in substitution

for such Options, provided such action is permissible under Section

422 of the Code and the Nevada Securities Rules. Notwithstanding the

provisions of this Section 5(k), however, no modification of an Option

shall, without the consent of the Optionee, alter to the Optionee's

detriment or impair any rights or obligations under any Option

theretofore granted under the Plan.

(l) Exercise Before Exercise Date: At the discretion of the Board, the

Option may, but need not, include a provision whereby the Optionee may

elect to exercise all or any portion of the Option prior to the stated

exercise date of the Option or any installment thereof. Any shares so

purchased prior to the stated exercise date shall be subject to

repurchase by the Company upon termination of Optionee's employment as

contemplated by Section 5(n) hereof prior to the exercise date stated

in the Option and such other restrictions and conditions as the Board

or Committee may deem advisable.

(m) Other Provisions: The Option agreements authorized under the Plan

shall contain such other provisions, including, without limitation,

restrictions upon the exercise of the Options, as the Board or the

Committee shall deem advisable. Shares shall not be issued pursuant to

the exercise of an Option, if the exercise of such Option or the

issuance of shares thereunder would violate, in the opinion of legal

counsel for the Company, the provisions of any applicable law or the

rules or regulations of any applicable governmental or administrative

agency or body, such as the Code, the Securities Act, the Exchange

Act, the Nevada Securities Rules, Nevada corporation law, and the

rules promulgated under the foregoing or the rules and regulations of

any exchange upon which the shares of the Company are listed. Without

limiting the generality of the foregoing, the exercise of each Option

shall be subject to the condition that if at any time the Company

shall determine that (i) the satisfaction of withholding tax or other

similar liabilities, or (ii) the listing, registration or

qualification of any shares covered by such exercise upon any

securities exchange or under any state or federal law, or (iii) the

consent or approval of any regulatory body, or (iv) the perfection of

any exemption from any such withholding, listing, registration,

qualification, consent or approval is necessary or desirable in

connection with such exercise or the issuance of shares thereunder,

then in any such event, such exercise shall not be effective unless

such withholding, listing registration, qualification, consent,

approval or exemption shall have been effected, obtained or perfected

free of any conditions not acceptable to the Company.

(n) Repurchase Agreement: The Board may, in its discretion, require as a

condition to the Grant of an Option hereunder, that an Optionee

execute an agreement with the Company, in form and substance

satisfactory to the Board in its discretion ("Repurchase Agreement"),

(i) restricting the Optionee's right to transfer shares purchased

under such Option without first offering such shares to the Company or

another shareholder of the Company upon the same terms and conditions

as provided therein; and (ii) providing that upon termination of

Optionee's employment with the Company, for any reason, the Company

(or another shareholder of the Company, as provided in the Repurchase

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Agreement) shall have the right at its discretion (or the discretion

of such other shareholders) to purchase and/or redeem all such shares

owned by the Optionee on the date of termination of his or her

employment at a price equal to: (A) the fair value of such shares as

of such date of termination; or (B) if such repurchase right lapses at

20% of the number of shares per year, the original purchase price of

such shares, and upon terms of payment permissible under the Nevada

Securities Rules; provided that in the case of Options or Stock Awards

granted to officers, directors, consultants or affiliates of the

Company, such repurchase provisions may be subject to additional or

greater restrictions as determined by the Board or Committee.

6. Stock Awards and Restricted Stock Purchase Offers.

(a) Types of Grants.

(i) Stock Award. All or part of any Stock Award under the Plan

may be subject to conditions established by the Board or the

Committee, and set forth in the Stock Award Agreement, which may

include, but are not limited to, continuous service with the Company,

achievement of specific business objectives, increases in specified

indices, attaining growth rates and other comparable measurements of

Company performance. Such Awards may be based on Fair Market Value or

other specified valuation. All Stock Awards will be made pursuant to

the execution of a Stock Award Agreement substantially in the form

attached hereto as Exhibit C.

(ii) Restricted Stock Purchase Offer. A Grant of a Restricted

Stock Purchase Offer under the Plan shall be subject to such (i)

vesting contingencies related to the Participant's continued

association with the Company for a specified time and (ii) other

specified conditions as the Board or Committee shall determine, in

their sole discretion, consistent with the provisions of the Plan. All

Restricted Stock Purchase Offers shall be made pursuant to a

Restricted Stock Purchase Offer substantially in the form attached

hereto as Exhibit D.

(b) Conditions and Restrictions. Shares of Stock which Participants may

receive as a Stock Award under a Stock Award Agreement or Restricted

Stock Purchase Offer under a Restricted Stock Purchase Offer may

include such restrictions as the Board or Committee, as applicable,

shall determine, including restrictions on transfer, repurchase

rights, right of first refusal, and forfeiture provisions. When

transfer of Stock is so restricted or subject to forfeiture provisions

it is referred to as "Restricted Stock". Further, with Board or

Committee approval, Stock Awards or Restricted Stock Purchase Offers

may be deferred, either in the form of installments or a future lump

sum distribution. The Board or Committee may permit selected

Participants to elect to defer distributions of Stock Awards or

Restricted Stock Purchase Offers in accordance with procedures

established by the Board or Committee to assure that such deferrals

comply with applicable requirements of the Code including, at the

choice of Participants, the capability to make further deferrals for

distribution after retirement. Any deferred distribution, whether

elected by the Participant or specified by the Stock Award Agreement,

Restricted Stock Purchase Offers or by the Board or Committee, may

require the payment be forfeited in accordance with the provisions of

Section 6(c). Dividends or dividend equivalent rights may be extended

to and made part of any Stock Award or Restricted Stock Purchase

Offers denominated in Stock or units of Stock, subject to such terms,

conditions and restrictions as the Board or Committee may establish.

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(c) Cancellation and Rescission of Grants. Unless the Stock Award

Agreement or Restricted Stock Purchase Offer specifies otherwise, the

Board or Committee, as applicable, may cancel any unexpired, unpaid,

or deferred Grants at any time if the Participant is not in compliance

with all other applicable provisions of the Stock Award Agreement or

Restricted Stock Purchase Offer, the Plan and with the following

conditions:

(i) A Participant shall not render services for any organization

or engage directly or indirectly in any business which, in the

judgment of the chief executive officer of the Company or other senior

officer designated by the Board or Committee, is or becomes

competitive with the Company, or which organization or business, or

the rendering of services to such organization or business, is or

becomes otherwise prejudicial to or in conflict with the interests of

the Company. For Participants whose employment has terminated, the

judgment of the chief executive officer shall be based on the

Participant's position and responsibilities while employed by the

Company, the Participant's post-employment responsibilities and

position with the other organization or business, the extent of past,

current and potential competition or conflict between the Company and

the other organization or business, the effect on the Company's

customers, suppliers and competitors and such other considerations as

are deemed relevant given the applicable facts and circumstances. A

Participant who has retired shall be free, however, to purchase as an

investment or otherwise, stock or other securities of such

organization or business so long as they are listed upon a recognized

securities exchange or traded over-the-counter, and such investment

does not represent a substantial investment to the Participant or a

greater than ten percent (10%) equity interest in the organization or

business.

(ii) A Participant shall not, without prior written authorization

from the Company, disclose to anyone outside the Company, or use in

other than the Company's business, any confidential information or

material, as defined in the Company's Proprietary Information and

Invention Agreement or similar agreement regarding confidential

information and intellectual property, relating to the business of the

Company, acquired by the Participant either during or after employment

with the Company.

(iii) A Participant, pursuant to the Company's Proprietary

Information and Invention Agreement, shall disclose promptly and

assign to the Company all right, title and interest in any invention

or idea, patentable or not, made or conceived by the Participant

during employment by the Company, relating in any manner to the actual

or anticipated business, research or development work of the Company

and shall do anything reasonably necessary to enable the Company to

secure a patent where appropriate in the United States and in foreign

countries.

(iv) Upon exercise, payment or delivery pursuant to a Grant, the

Participant shall certify on a form acceptable to the Committee that

he or she is in compliance with the terms and conditions of the Plan.

Failure to comply with all of the provisions of this Section 6(c)

prior to, or during the six months after, any exercise, payment or

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delivery pursuant to a Grant shall cause such exercise, payment or

delivery to be rescinded. The Company shall notify the Participant in

writing of any such rescission within two years after such exercise,

payment or delivery. Within ten days after receiving such a notice

from the Company, the Participant shall pay to the Company the amount

of any gain realized or payment received as a result of the rescinded

exercise, payment or delivery pursuant to a Grant. Such payment shall

be made either in cash or by returning to the Company the number of

shares of Stock that the Participant received in connection with the

rescinded exercise, payment or delivery.

(d) Nonassignability.

(i) Except pursuant to Section 6(e)(iii) and except as set forth in

Section 6(d)(ii), no Grant or any other benefit under the Plan shall

be assignable or transferable, or payable to or exercisable by, anyone

other than the Participant to whom it was granted.

(ii) Where a Participant terminates employment and retains a Grant pursuant

to Section 6(e)(ii) in order to assume a position with a governmental,

charitable or educational institution, the Board or Committee, in its

discretion and to the extent permitted by law, may authorize a third

party (including but not limited to the trustee of a "blind" trust),

acceptable to the applicable governmental or institutional

authorities, the Participant and the Board or Committee, to act on

behalf of the Participant with regard to such Awards.

(e) Termination of Employment. If the employment or service to the Company

of a Participant terminates, other than pursuant to any of the

following provisions under this Section 6(e), all unexercised,

deferred and unpaid Stock Awards or Restricted Stock Purchase Offers

shall be cancelled immediately, unless the Stock Award Agreement or

Restricted Stock Purchase Offer provides otherwise:

(i) Retirement Under a Company Retirement Plan. When a Participant's

employment terminates as a result of retirement in accordance with the

terms of a Company retirement plan, the Board or Committee may permit

Stock Awards or Restricted Stock Purchase Offers to continue in effect

beyond the date of retirement in accordance with the applicable Grant

Agreement and the exercisability and vesting of any such Grants may be

accelerated.

(ii) Rights in the Best Interests of the Company. When a Participant

resigns from the Company and, in the judgment of the Board or

Committee, the acceleration and/or continuation of outstanding Stock

Awards or Restricted Stock Purchase Offers would be in the best

interests of the Company, the Board or Committee may (i) authorize,

where appropriate, the acceleration and/or continuation of all or any

part of Grants issued prior to such termination and (ii) permit the

exercise, vesting and payment of such Grants for such period as may be

set forth in the applicable Grant Agreement, subject to earlier

cancellation pursuant to Section 9 or at such time as the Board or

Committee shall deem the continuation of all or any part of the

Participant's Grants are not in the Company's best interest.

11

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(iii) Death or Disability of a Participant.

(1) In the event of a Participant's death, the Participant's estate or

beneficiaries shall have a period up to the expiration date specified

in the Grant Agreement within which to receive or exercise any

outstanding Grant held by the Participant under such terms as may be

specified in the applicable Grant Agreement. Rights to any such

outstanding Grants shall pass by will or the laws of descent and

distribution in the following order: (a) to beneficiaries so

designated by the Participant; if none, then (b) to a legal

representative of the Participant; if none, then (c) to the persons

entitled thereto as determined by a court of competent jurisdiction.

Grants so passing shall be made at such times and in such manner as if

the Participant were living.

(2) In the event a Participant is deemed by the Board or Committee to be

unable to perform his or her usual duties by reason of mental disorder

or medical condition which does not result from facts which would be

grounds for termination for cause, Grants and rights to any such

Grants may be paid to or exercised by the Participant, if legally

competent, or a committee or other legally designated guardian or

representative if the Participant is legally incompetent by virtue of

such disability.

(3) After the death or disability of a Participant, the Board or Committee

may in its sole discretion at any time (1) terminate restrictions in

Grant Agreements; (2) accelerate any or all installments and rights;

and (3) instruct the Company to pay the total of any accelerated

payments in a lump sum to the Participant, the Participant's estate,

beneficiaries or representative; notwithstanding that, in the absence

of such termination of restrictions or acceleration of payments, any

or all of the payments due under the Grant might ultimately have

become payable to other beneficiaries.

(4) In the event of uncertainty as to interpretation of or controversies

concerning this Section 6, the determinations of the Board or

Committee, as applicable, shall be binding and conclusive.

7. Investment Intent. All Grants under the Plan are intended to be exempt from

registration under the Securities Act provided by Section 4(2) thereunder.

Unless and until the granting of Options or sale and issuance of Stock

subject to the Plan are registered under the Securities Act or shall be

exempt pursuant to the rules promulgated thereunder, each Grant under the

Plan shall provide that the purchases or other acquisitions of Stock

thereunder shall be for investment purposes and not with a view to, or for

resale in connection with, any distribution thereof. Further, unless the

issuance and sale of the Stock have been registered under the Securities

Act, each Grant shall provide that no shares shall be purchased upon the

exercise of the rights under such Grant unless and until (i) all then

applicable requirements of state and federal laws and regulatory agencies

shall have been fully complied with to the satisfaction of the Company and

its counsel, and (ii) if requested to do so by the Company, the person

exercising the rights under the Grant shall (i) give written assurances as

to knowledge and experience of such person (or a representative employed by

such person) in financial and business matters and the ability of such

person (or representative) to evaluate the merits and risks of exercising

the Option, and (ii) execute and deliver to the Company a letter of

investment intent and/or such other form related to applicable exemptions

from registration, all in such form and substance as the Company may

require. If shares are issued upon exercise of any rights under a Grant

without registration under the Securities Act, subsequent registration of

such shares shall relieve the purchaser thereof of any investment

restrictions or representations made upon the exercise of such rights.

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<PAGE>

8. Amendment, Modification, Suspension or Discontinuance of the Plan. The

Board may, insofar as permitted by law, from time to time, with respect to

any shares at the time not subject to outstanding Grants, suspend or

terminate the Plan or revise or amend it in any respect whatsoever, except

that without the approval of the shareholders of the Company, no such

revision or amendment shall (i) increase the number of shares subject to

the Plan, (ii) decrease the price at which Grants may be granted, (iii)

materially increase the benefits to Participants, or (iv) change the class

of persons eligible to receive Grants under the Plan; provided, however, no

such action shall alter or impair the rights and obligations under any

Option, or Stock Award, or Restricted Stock Purchase Offer outstanding as

of the date thereof without the written consent of the Participant

thereunder. No Grant may be issued while the Plan is suspended or after it

is terminated, but the rights and obligations under any Grant issued while

the Plan is in effect shall not be impaired by suspension or termination of

the Plan.

In the event of any change in the outstanding Stock by reason of a

stock split, stock dividend, combination or reclassification of shares,

recapitalization, merger, or similar event, the Board or the Committee may

adjust proportionally (a) the number of shares of Stock (i) reserved under

the Plan, (ii) available for Incentive Stock Options and Nonstatutory

Options and (iii) covered by outstanding Stock Awards or Restricted Stock

Purchase Offers; (b) the Stock prices related to outstanding Grants; and

(c) the appropriate Fair Market Value and other price determinations for

such Grants. In the event of any other change affecting the Stock or any

distribution (other than normal cash dividends) to holders of Stock, such

adjustments as may be deemed equitable by the Board or the Committee,

including adjustments to avoid fractional shares, shall be made to give

proper effect to such event. In the event of a corporate merger,

consolidation, acquisition of property or stock, separation, reorganization

or liquidation, the Board or the Committee shall be authorized to issue or

assume stock options, whether or not in a transaction to which Section

424(a) of the Code applies, and other Grants by means of substitution of

new Grant Agreements for previously issued Grants or an assumption of

previously issued Grants.

9. Tax Withholding. The Company shall have the right to deduct applicable

taxes from any Grant payment and withhold, at the time of delivery or

exercise of Options, Stock Awards or Restricted Stock Purchase Offers or

vesting of shares under such Grants, an appropriate number of shares for

payment of taxes required by law or to take such other action as may be

necessary in the opinion of the Company to satisfy all obligations for

withholding of such taxes. If Stock is used to satisfy tax withholding,

such stock shall be valued based on the Fair Market Value when the tax

withholding is required to be made.

10. Availability of Information. During the term of the Plan and any additional

period during which a Grant granted pursuant to the Plan shall be

exercisable, the Company shall make available, not later than one hundred

and twenty (120) days following the close of each of its fiscal years, such

financial and other information regarding the Company as is required by the

bylaws of the Company and applicable law to be furnished in an annual

report to the shareholders of the Company.

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<PAGE>

11. Notice. Any written notice to the Company required by any of the provisions

of the Plan shall be addressed to the chief personnel officer or to the

chief executive officer of the Company, and shall become effective when it

is received by the office of the chief personnel officer or the chief

executive officer.

12. Indemnification of Board. In addition to such other rights or

indemnifications as they may have as directors or otherwise, and to the

extent allowed by applicable law, the members of the Board and the

Committee shall be indemnified by the Company against the reasonable

expenses, including attorneys' fees, actually and necessarily incurred in

connection with the defense of any claim, action, suit or proceeding, or in

connection with any appeal thereof, to which they or any of them may be a

party by reason of any action taken, or failure to act, under or in

connection with the Plan or any Grant granted thereunder, and against all

amounts paid by them in settlement thereof (provided such settlement is

approved by independent legal counsel selected by the Company) or paid by

them in satisfaction of a judgment in any such claim, action, suit or

proceeding, except in any case in relation to matters as to which it shall

be adjudged in such claim, action, suit or proceeding that such Board or

Committee member is liable for negligence or misconduct in the performance

of his or her duties; provided that within sixty (60) days after

institution of any such action, suit or Board proceeding the member

involved shall offer the Company, in writing, the opportunity, at its own

expense, to handle and defend the same.

13. Governing Law. The Plan and all determinations made and actions taken

pursuant hereto, to the extent not otherwise governed by the Code or the

securities laws of the United States, shall be governed by the law of the

State of Nevada and construed accordingly.

14. Effective and Termination Dates. The Plan shall become effective on the

date it is approved by the holders of a majority of the shares of Stock

then outstanding. The Plan shall terminate ten years later, subject to

earlier termination by the Board pursuant to Section 8.

The foregoing 2005 Incentive Stock Plan (consisting of 14 pages, including

this page) was duly adopted and approved by the Board of Directors on June 21,

2005 and subject to the approval of the shareholders of the Corporation on or

before June 21, 2006.

China Health Holding, Inc.,

a Nevada corporation

By: ___________

Julianna Lu

Its: Chief Executive Officer

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<PAGE>

EXHIBIT A

CHINA HEALTH HOLDING, INC.

INCENTIVE STOCK OPTION AGREEMENT

================================================================================

THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is made and entered

into as of the date set forth below, by and between China Health Holding, Inc.,

a Nevada corporation (the "Company"), and the employee of the Company named in

Section 1(b). ("Optionee"):

In consideration of the covenants herein set forth, the parties hereto

agree as follows:

1. Option Information.

(a) Date of Option: __________________

(b) Optionee: __________________

(c) Number of Shares: __________________

(d) Exercise Price: __________________

2. Acknowledgements.

(a) Optionee is an employee of the Company.

(b) The Board of Directors (the "Board" which term shall include

an authorized committee of the Board of Directors) and shareholders of

the Company have heretofore adopted a 2005 Incentive Stock Plan (the

"Plan"), pursuant to which this Option is being granted.

(c) The Board has authorized the granting to Optionee of an

incentive stock option ("Option") as defined in Section 422 of the

Internal Revenue Code of 1986, as amended, (the "Code") to purchase

shares of common stock of the Company ("Stock") upon the terms and

conditions hereinafter stated and pursuant to an exemption from

registration under the Securities Act of 1933, as amended (the

"Securities Act") provided by Section 4(2) thereunder.

3. Shares; Price. The Company hereby grants to Optionee the right to

purchase, upon and subject to the terms and conditions herein stated, the number

of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or

other consideration as is authorized under the Plan and acceptable to the Board,

in their sole and absolute discretion) at the price per Share set forth in

Section 1(d) above (the "Exercise Price"), such price being not less than the

fair market value per share of the Shares covered by this Option as of the date

hereof (unless Optionee is the owner of Stock possessing ten percent or more of

the total voting power or value of all outstanding Stock of the Company, in

which case the Exercise Price shall be no less than 110% of the fair market

value of such Stock).

<PAGE>

4. Term of Option; Continuation of Employment. This Option shall expire,

and all rights hereunder to purchase the Shares shall terminate five (5) from

the date hereof. This Option shall earlier terminate subject to Sections 7 and 8

hereof upon, and as of the date of, the termination of Optionee's employment if

such termination occurs prior to the end of such five (5) year period. Nothing

contained herein shall confer upon Optionee the right to the continuation of his

or her employment by the Company or to interfere with the right of the Company

to terminate such employment or to increase or decrease the compensation of

Optionee from the rate in existence at the date hereof.

5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof,

this Option shall become exercisable during the term of Optionee's employment in

four (4) equal annual installments of twenty-five percent (25%) of the Shares

covered by this Option, the first installment to be exercisable on the six (6)

month anniversary of the date of this Option (the "Initial Vesting Date"), with

an additional twenty-five percent (25%) of such Shares becoming exercisable on

each of the three (3) successive twelve (12) month periods following the Initial

Vesting Date. The installments shall be cumulative (i.e., this option may be

exercised, as to any or all Shares covered by an installment, at any time or

times after an installment becomes exercisable and until expiration or

termination of this option).

6. Exercise. This Option shall be exercised by delivery to the Company of

(a) written notice of exercise stating the number of Shares being purchased (in

whole shares only) and such other information set forth on the form of Notice of

Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the

Exercise Price of the Shares covered by the notice (or such other consideration

as has been approved by the Board of Directors consistent with the Plan) and (c)

a written investment representation as provided for in Section 13 hereof. This

Option shall not be assignable or transferable, except by will or by the laws of

descent and distribution, and shall be exercisable only by Optionee during his

or her lifetime, except as provided in Section 8 hereof.

7. Termination of Employment. If Optionee shall cease to be employed by the

Company for any reason, whether voluntarily or involuntarily, other than by his

or her death, Optionee (or if the Optionee shall die after such termination, but

prior to such exercise date, Optionee's personal representative or the person

entitled to succeed to the Option) shall have the right at any time within three

(3) months following such termination of employment or the remaining term of

this Option, whichever is the lesser, to exercise in whole or in part this

Option to the extent, but only to the extent, that this Option was exercisable

as of the date of termination of employment and had not previously been

exercised; provided, however: (i) if Optionee is permanently disabled (within

the meaning of Section 22(e)(3) of the Code) at the time of termination, the

foregoing three (3) month period shall be extended to six (6) months; or (ii) if

Optionee is terminated "for cause" as that term is defined under Title 53 of the

Nevada Revised Statutes and case law related thereto, or by the terms of the

Plan or this Option Agreement or by any employment agreement between the

Optionee and the Company, this Option shall automatically terminate as to all

Shares covered by this Option not exercised prior to termination. Unless earlier

terminated, all rights under this Option shall terminate in any event on the

expiration date of this Option as defined in Section 4 hereof.

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<PAGE>

8. Death of Optionee. If the Optionee shall die while in the employ of the

Company, Optionee's personal representative or the person entitled to Optionee's

rights hereunder may at any time within six (6) months after the date of

Optionee's death, or during the remaining term of this Option, whichever is the

lesser, exercise this Option and purchase Shares to the extent, but only to the

extent, that Optionee could have exercised this Option as of the date of

Optionee's death; provided, in any case, that this Option may be so exercised

only to the extent that this Option has not previously been exercised by

Optionee.

9. No Rights as Shareholder. Optionee shall have no rights as a shareholder

with respect to the Shares covered by any installment of this Option until the

effective date of issuance of Shares following exercise of this Option, and no

adjustment will be made for dividends or other rights for which the record date

is prior to the date such stock certificate or certificates are issued except as

provided in Section 10 hereof.

10. Recapitalization. Subject to any required action by the shareholders of

the Company, the number of Shares covered by this Option, and the Exercise Price

thereof, shall be proportionately adjusted for any increase or decrease in the

number of issued shares resulting from a subdivision or consolidation of shares

or the payment of a stock dividend, or any other increase or decrease in the

number of such shares effected without receipt of consideration by the Company;

provided however that the conversion of any convertible securities of the

Company shall not be deemed having been "effected without receipt of

consideration by the Company".

In the event of a proposed dissolution or liquidation of the Company, a

merger or consolidation in which the Company is not the surviving entity, or a

sale of all or substantially all of the assets or capital stock of the Company

(collectively, a "Reorganization"), unless otherwise provided by the Board, this

Option shall terminate immediately prior to such date as is determined by the

Board, which date shall be no later than the consummation of such

Reorganization. In such event, if the entity which shall be the surviving entity

does not tender to Optionee an offer, for which it has no obligation to do so,

to substitute for any unexercised Option a stock option or capital stock of such

surviving of such surviving entity, as applicable, which on an equitable basis

shall provide the Optionee with substantially the same economic benefit as such

unexercised Option, then the Board may grant to such Optionee, in its sole and

absolute discretion and without obligation, the right for a period commencing

thirty (30) days prior to and ending immediately prior to the date determined by

the Board pursuant hereto for termination of the Option or during the remaining

term of the Option, whichever is the lesser, to exercise any unexpired Option or

Options without regard to the installment provisions of Section 5; provided,

however, that such exercise shall be subject to the consummation of such

Reorganization.

Subject to any required action by the shareholders of the Company, if the

Company shall be the surviving entity in any merger or consolidation, this

Option thereafter shall pertain to and apply to the securities to which a holder

of Shares equal to the Shares subject to this Option would have been entitled by

reason of such merger or consolidation, and the installment provisions of

Section 5 shall continue to apply.

In the event of a change in the shares of the Company as presently

constituted, which is limited to a change of all of its authorized Stock without

par value into the same number of shares of Stock with a par value, the shares

resulting from any such change shall be deemed to be the Shares within the

meaning of this Option.

3

<PAGE>

To the extent that the foregoing adjustments relate to shares or securities

of the Company, such adjustments shall be made by the Board, whose determination

in that respect shall be final, binding and conclusive. Except as hereinbefore

expressly provided, Optionee shall have no rights by reason of any subdivision

or consolidation of shares of Stock of any class or the payment of any stock

dividend or any other increase or decrease in the number of shares of stock of

any class, and the number and price of Shares subject to this Option shall not

be affected by, and no adjustments shall be made by reason of, any dissolution,

liquidation, merger, consolidation or sale of assets or capital stock, or any

issue by the Company of shares of stock of any class or securities convertible

into shares of stock of any class.

The grant of this Option shall not affect in any way the right or power of

the Company to make adjustments, reclassifications, reorganizations or changes

in its capital or business structure or to merge, consolidate, dissolve or

liquidate or to sell or transfer all or any part of its business or assets.

11. Additional Consideration. Should the Internal Revenue Service determine

that the Exercise Price established by the Board as the fair market value per

Share is less than the fair market value per Share as of the date of Option

grant, Optionee hereby agrees to tender such additional consideration, or agrees

to tender upon exercise of all or a portion of this Option, such fair market

value per Share as is determined by the Internal Revenue Service.

12. Modifications, Extension and Renewal of Options. The Board or

Committee, as described in the Plan, may modify, extend or renew this Option or

accept the surrender thereof (to the extent not theretofore exercised) and

authorize the granting of a new option in substitution therefore (to the extent

not theretofore exercised), subject at all times to the Plan, and Section 422 of

the Code. Notwithstanding the foregoing provisions of this Section 12, no

modification shall, without the consent of the Optionee, alter to the Optionee's

detriment or impair any rights of Optionee hereunder.

13. Investment Intent; Restrictions on Transfer.

(a) Optionee represents and agrees that if Optionee exercises this

Option in whole or in part, Optionee will in each case acquire the Shares

upon such exercise for the purpose of investment and not with a view to, or

for resale in connection with, any distribution thereof; and that upon such

exercise of this Option in whole or in part, Optionee (or any person or

persons entitled to exercise this Option under the provisions of Sections 7

and 8 hereof) shall furnish to the Company a written statement to such

effect, satisfactory to the Company in form and substance. If the Shares

represented by this Option are registered under the Securities Act, either

before or after the exercise of this Option in whole or in part, the

Optionee shall be relieved of the foregoing investment representation and

agreement and shall not be required to furnish the Company with the

foregoing written statement.

(b) Optionee further represents that Optionee has had access to the

financial statements or books and records of the Company, has had the

opportunity to ask questions of the Company concerning its business,

operations and financial condition, and to obtain additional information

reasonably necessary to verify the accuracy of such information.

4

<PAGE>

(c) Unless and until the Shares represented by this Option are

registered under the Securities Act, all certificates representing the

Shares and any certificates subsequently issued in substitution therefor

and any certificate for any securities issued pursuant to any stock split,

share reclassification, stock dividend or other similar capital event shall

bear legends in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE

SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR

SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST

THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE

ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE

SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO

THAT CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED ____________ BETWEEN

THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES

WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

such other legend or legends as the Company and its counsel deem necessary or

appropriate. Appropriate stop transfer instructions with respect to the Shares

have been placed with the Company's transfer agent.

14. Effects of Early Disposition. Optionee understands that if an Optionee

disposes of shares acquired hereunder within two (2) years after the date of

this Option or within one (1) year after the date of issuance of such shares to

Optionee, such Optionee will be treated for income tax purposes as having

received ordinary income at the time of such disposition of an amount generally

measured by the difference between the purchase price and the fair market value

of such stock on the date of exercise, subject to adjustment for any tax

previously paid, in addition to any tax on the difference between the sales

price and Optionee's adjusted cost basis in such shares. The foregoing amount

may be measured differently if Optionee is an officer, director or ten percent

holder of the Company. Optionee agrees to notify the Company within ten (10)

working days of any such disposition.

15. Stand-off Agreement. Optionee agrees that in connection with any

registration of the Company's securities under the Securities Act, and upon the

request of the Company or any underwriter managing an underwritten offering of

the Company's securities, Optionee shall not sell, short any sale of, loan,

grant an option for, or otherwise dispose of any of the Shares (other than

Shares included in the offering) without the prior written consent of the

Company or such managing underwriter, as applicable, for a period of at least

one year following the effective date of registration of such offering.

5

<PAGE>

16. Restriction Upon Transfer. The Shares may not be sold, transferred or

otherwise disposed of and shall not be pledged or otherwise hypothecated by the

Optionee except as hereinafter provided.

(a) Repurchase Right on Termination Other Than for Cause. For the

purposes of this Section, a "Repurchase Event" shall mean an occurrence of

one of (i) termination of Optionee's employment by the Company, voluntary

or involuntary and with or without cause; (ii) retirement or death of

Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have

occurred as of the date on which a voluntary or involuntary petition in

bankruptcy is filed with a court of competent jurisdiction; (iv)

dissolution of the marriage of Optionee, to the extent that any of the

Shares are allocated as the sole and separate property of Optionee's spouse

pursuant thereto (in which case this Section shall only apply to the Shares

so affected); or (v) any attempted transfer by the Optionee of Shares, or

any interest therein, in violation of this Agreement. Upon the occurrence

of a Repurchase Event, the Company shall have the right (but not an

obligation) to repurchase all or any portion of the Shares of Optionee at a

price equal to the fair value of the Shares as of the date of the

Repurchase Event.

(b) Repurchase Right on Termination for Cause. In the event Optionee's

employment is terminated by the Company "for cause", then the Company shall

have the right (but not an obligation) to repurchase Shares of Optionee at

a price equal to the Exercise Price. Such right of the Company to

repurchase Shares shall apply to 100% of the Shares for one (1) year from

the date of this Agreement; and shall thereafter lapse at the rate of

twenty percent (20%) of the Shares on each anniversary of the date of this

Agreement. In addition, the Company shall have the right, in the sole

discretion of the Board and without obligation, to repurchase upon

termination for cause all or any portion of the Shares of Optionee, at a

price equal to the fair value of the Shares as of the date of termination,

which right is not subject to the foregoing lapsing of rights. In the event

the Company elects to repurchase the Shares, the stock certificates

representing the same shall forthwith be returned to the Company for

cancellation.

(c) Exercise of Repurchase Right. Any Repurchase Right under

Paragraphs 16(a) or 16(b) shall be exercised by giving notice of exercise

as provided herein to Optionee or the estate of Optionee, as applicable.

Such right shall be exercised, and the repurchase price thereunder shall be

paid, by the Company within a ninety (90) day period beginning on the date

of notice to the Company of the occurrence of such Repurchase Event (except

in the case of termination of employment or retirement, where such option

period shall begin upon the occurrence of the Repurchase Event). Such

repurchase price shall be payable only in the form of cash (including a

check drafted on immediately available funds) or cancellation of purchase

money indebtedness of the Optionee for the Shares. If the Company can not

purchase all such Shares because it is unable to meet the financial tests

set forth in Nevada and/or Nevada corporation law, the Company shall have

the right to purchase as many Shares as it is permitted to purchase under

such sections. Any Shares not purchased by the Company hereunder shall no

longer be subject to the provisions of this Section 16.

6

<PAGE>

(d) Right of First Refusal. In the event Optionee desires to transfer

any Shares during his or her lifetime, Optionee shall first offer to sell

such Shares to the Company. Optionee shall deliver to the Company written

notice of the intended sale, such notice to specify the number of Shares to

be sold, the proposed purchase price and terms of payment, and grant the

Company an option for a period of thirty days following receipt of such

notice to purchase the offered Shares upon the same terms and conditions.

To exercise such option, the Company shall give notice of that fact to

Optionee within the thirty (30) day notice period and agree to pay the

purchase price in the manner provided in the notice. If the Company does

not purchase all of the Shares so offered during foregoing option period,

Optionee shall be under no obligation to sell any of the offered Shares to

the Company, but may dispose of such Shares in any lawful manner during a

period of one hundred and eighty (180) days following the end of such

notice period, except that Optionee shall not sell any such Shares to any

other person at a lower price or upon more favorable terms than those

offered to the Company.

(e) Acceptance of Restrictions. Acceptance of the Shares shall

constitute the Optionee's agreement to such restrictions and the legending

of his certificates with respect thereto. Notwithstanding such

restrictions, however, so long as the Optionee is the holder of the Shares,

or any portion thereof, he shall be entitled to receive all dividends

declared on and to vote the Shares and to all other rights of a shareholder

with respect thereto.

(f) Permitted Transfers. Notwithstanding any provisions in this

Section 16 to the contrary, the Optionee may transfer Shares subject to

this Agreement to his or her parents, spouse, children, or grandchildren,

or a trust for the benefit of the Optionee or any such transferee(s);

provided, that such permitted transferee(s) shall hold the Shares subject

to all the provisions of this Agreement (all references to the Optionee

herein shall in such cases refer mutatis mutandis to the permitted

transferee, except in the case of clause (iv) of Section 16(a) wherein the

permitted transfer shall be deemed to be rescinded); and provided further,

that notwithstanding any other provisions in this Agreement, a permitted

transferee may not, in turn, make permitted transfers without the written

consent of the Optionee and the Company.

(g) Release of Restrictions on Shares. All other restrictions under

this Section 16 shall terminate five (5) years following the date of this

Agreement, or when the Company's securities are publicly traded, whichever

occurs earlier.

17. Notices. Any notice required to be given pursuant to this Option or the

Plan shall be in writing and shall be deemed to be delivered upon receipt or, in

the case of notices by the Company, five (5) days after deposit in the U.S.

mail, postage prepaid, addressed to Optionee at the address last provided to the

Company by Optionee for his or her employee records.

18. Agreement Subject to Plan; Applicable Law. This Option is made pursuant

to the Plan and shall be interpreted to comply therewith. A copy of such Plan is

available to Optionee, at no charge, at the principal office of the Company. Any

provision of this Option inconsistent with the Plan shall be considered void and

replaced with the applicable provision of the Plan. This Option has been

granted, executed and delivered in the State of Nevada, and the interpretation

and enforcement shall be governed by the laws thereof and subject to the

exclusive jurisdiction of the courts therein.

7

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IN WITNESS WHEREOF, the parties hereto have executed this Option as of the

date first above written.

COMPANY: China Health Holding, Inc.,

a Nevada corporation

By: ___________________

Name: ___________________

Title: ___________________

OPTIONEE:

By: ____________________

(signature)

Name: ____________________

(one of the following, as appropriate, shall be signed)

I certify that as of the date By his or her signature, the spouse

hereof I am unmarried of Optionee hereby agrees to be bound

by the provisions of the foregoing

INCENTIVE STOCK OPTION AGREEMENT

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

Optionee Spouse of Optionee

8

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Appendix A

NOTICE OF EXERCISE

China Health Holding, Inc.

Park Place, Suite 600

666 Burrard Street

Vancouver, BC, Canada V6C 2X8

Re: Incentive Stock Option

Notice is hereby given pursuant to Section 6 of my Incentive Stock Option

Agreement that I elect to purchase the number of shares set forth below at the

exercise price set forth in my option agreement:

Incentive Stock Option Agreement dated: ____________

Number of shares being purchased: ____________

Exercise Price: $____________

A check in the amount of the aggregate price of the shares being purchased

is attached.

I hereby confirm that such shares are being acquired by me for my own

account for investment purposes, and not with a view to, or for resale in

connection with, any distribution thereof. I will not sell or dispose of my

Shares in violation of the Securities Act of 1933, as amended, or any applicable

federal or state securities laws. Further, I understand t