<SEQUENCE>3

<FILENAME>mar2820058kex101.txt

<TEXT>

                            CHINA HEALTH HOLDING INC.



    PARK PLACE, Suite 600 - 666 Burrard Street, Vancouver, BC, Canada V6C 2X8

              Tel: 604-608-6788..................Fax: 604-608-8786



                              PURCHASING AGREEMENT

             FOR 108 100% NATURAL TAIOIST HERBAL MEDICINAL PRODUCTS

                             FORMULAS AND OWNERSHIP





THIS AGREEMENT is made and enters into on the date 22nd of March , 2005. THE

LEGAL EFFECTIVE AND EXECUTION IS MADE AND ENTERS INTO ON THE DATE 22nd of MARCH,

2005.



BETWEEN:



CHINA HEALTH HOLDING, INC., ( or its Nominee) a Company duly incorporated under

the laws of the State of Nevada, USA, and having its office situate at: # Park

Place Suite 600 - 666 Burrard Street, Vancouver, BC, Canada V6C 2X8.



(hereinafter called the "Vendee")

                                                  OF THE FIRST PARTY



AND:



Yu, XiaoFei, (or its Nominee), having an office at: Dept.of Philosophy,

Da-You-Zhuang 100 Hao, Hai-Dian District, Beijing, 100091, P.R.China



Yu, Fei, (or its Nominee), having an office at: East 4 - # 602, Hai-Dian-Nan-Lu,

Hai-Dian District, Beijing, 100080, PR China





(hereinafter called the " Vendor ")



                                                 OF THE SECOND PARTY



WHEREAS:



A. The Vendor is the legal and beneficial owner of " the 108 100% natural

TAIOIST HERBAL medicinal products" and These products secrete formulas :A TOTAL

108 natural TAIOIST HERBAL medicinal products and their formulas as indicated in

" SCHEDULE A " as attached. Together with the proprietary information, secrete

formulas, trade secrets, industrial knowledge and know-how related to the

products";



B. The Vendor desires to sale to the Vendee exclusively and 100% ownership of

the 108 defined 100% natural taioistherbal medicinal Products Formulas and their

intellectual property and the Vendee desires to purchase the ownership of these

defined 108 natural taioist medicinal products formulas and their intellectual



<PAGE>

property from the Vendor in the defined the Vendee's territory, to use the

aforesaid "The Purchased Products", and all Trade Mark, and the proprietary

information, secrete formulas, trade secrets, industrial knowledge and know-how

related thereto exclusively in the defined the Vendee's territory;



NOW THEREFORE THIS AGREEMENT WITNESSETH that for $1cdn and other valuable

consideration and in consideration of the premises, the mutual covenants and

agreement herein contained to be kept and performed by each of the parties

hereto, the parties hereto hereby agree as follows:



1.   DEFINITIONS



1.1  In this Agreement the following definitions shall apply:



a.   "Closing Date" means the date when both parties agree and sign this

     Agreement on 22nd day of March, 2005.



b.   "The legal effective period" of this Agreement is the date of March 22nd ,

     2005 from the "Closing Date" of this Agreement being signed by both

     parties.



c.   "Derivative Works" means any derivative of "The Purchased Products",

     including any modification, refinement, upgrade, improvement or derivation

     made to the Products by either the Vendor or the Vendee;



d.   "Intellectual Property Rights" means all rights arising under federal,

     provincial, common or civil law with respect to the Purchased, including,

     without limitation, all patents, copyrights, secrete formulas, trade

     secrets, Trade-marks, proprietary information and know-how;



e.   "The Purchased Products" means the Products, the Proprietary Information,

     Secrete Formulas and any Derivative Works;



f.   "Vendee's Territory" means the geographical areas of worldwide



g.   "The Products" means that " the 108 100% natural taioist herbal medicinal

     products" and Their Secrete Products Formulas : as indicated as attached "

     SCHEDULE A". Together with the proprietary information, secrete formulas,

     trade secrets, industrial knowledge and know-how related to the products";



h.   "Proprietary Information" means the proprietary information, secrete

     formulas, trade secrets, industrial knowledge and know-how acquired and

     developed during the invention, developing and refinement of " the

     Purchased Products" and any information concerning a party or a party's

     business whether or not a matter of public knowledge;



i.   "Trade-marks/ Trade Names/Brand Names "means the Trade-marks/Trade

     names/Brand Names registered directly or indirectly in the name of the

     Vendee exclusively in the defined the Vendee's Territory.



j.   "Utilize" means, when used in conjunction with the ownership of the

     Purchased Products, the act of assigning, sublicensing, marketing, selling,

     using, exploiting and otherwise utilizing such Purchased.



2.   The108 100% NATURAL TAIOIST HERBAL MEDICINAL PRODUCTS Formulas and

     Ownership Purchased by CHINA HEALTH HOLDING INC. (CHINA

     HEALTH).



2.1  CHINA HEALTH's Ownerships purchased:



The Vendor hereby grants to the Vendee:



                                       2

<PAGE>

a.   the exclusive ownership to utilize the Purchased Products and their secrete

     formulas exclusively in the Vendee's Territory;



b.   the exclusive ownership rights to register the Trade marks/Trade Names of

     the Purchased Products under the name of the Vendee in the defined the

     Vendee's Territory;



c.   the exclusive rights to use, replicate, copy, modify, adopt and manufacture

     the Purchased Products for the purpose of developing Derivative Works;

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC