AMENDMENT NO. 1
TO
CONSULTING AGREEMENT
This Amendment No. 1 to the Consulting Agreement (the "Consulting
Agreement") made and entered into as of the 8th day of August 2004, between
China Health Holding, Inc., a Nevada corporation with its principal office for
business located at Park Place Suite 3400 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX
Xxxxxx X0X 0X0 (the "Company"), and National Media Asociates, a California
corporation with its principal office for business located at 0000 Xxxxx Xxxx
Xxxx., Xxxxx 000, Xx Xxxxxx, Xxxxxxxxxx 00000 (the "Consultant") is made on the
6th day of September 2004.
WITNESSETH:
WHEREAS, on August 8, 2004, the Company and Consultant entered into the
Consulting Agreement, a copy of which is annexed hereto as Exhibit 1; and
WHEREAS, the parties now desire to amend the Consulting Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Consulting Agreement is hereby
amended as follows:
1. Section 1 of the Consulting Agreement is hereby amended to be and read
as follows:
"The Consultant shall provide nonexclusive major media consulting services
to the Company, such duties to include news feature development, establishing
relations with financial advisory newsletter writers and with other trade and
advertising media interested in the Company and its innovative line of
alternative health products. The Consultant shall also provide an investor
relations program of communications to the U.S. institutional, brokerage and
retail investor communities. This work is SUBJECT ALWAYS to the control and
direction of the CEO and Board of Directors of the Company. Additionally, the
Consultant shall consult and advise the CEO and Company on a variety of
corporate matters on an on-going basis, as these may relate to the above
programs. All services provided by Consultant to the Company shall be on a
non-exclusive basis."
2. Section 4 of the Consulting Agreement is hereby amended to be and read
as follows:
"It is agreed that the principal remuneration of servicing the programs
defined under this Agreement shall be compensated: (a) by the issuance to
designated principals of Consultant of 700,000 (seven hundred thousand) shares
of the Company's common stock from the Company, and also (b) by the issuance to
designated principals of Consultant of 300,000 (three hundred thousand) shares
of the Company's common stock from the Company which shares shall be included in
a registration statement if the Company determines to register shares after the
date of this Agreement for its own account or the account of others under the
Securities
Act of 1933, as amended ("Registration Rights"); and (c) by the issuance of
options to purchase 1,000,000 (One Million) shares of the Company's common stock
at an exercise price equal to $US 0.10 per share, to designated principals of
Consultant. Such options shall expire three (3) years after the date of this
Agreement. The Consultant hereby acknowledges that only the compensation
described under Section 4(b) above shall have Registration Rights. Consultant
shall provide the Company with a detailed 2-year working schedule of the
investor relations program described in Section 1 hereunder that is satisfactory
to the Company no later than thirty (30) days after the Company pays the
remuneration under this Section 4."
2. (A) This agreement shall be construed and interpreted in accordance with
the laws of the State of California without giving effect to the conflict of
laws rules thereof or the actual domiciles of the parties.
(B) Except as amended hereby, the terms and provisions of the Consulting
Agreement shall remain in full force and effect, and the Consulting Agreement is
in all respects ratified and confirmed. On and after the date of this agreement,
each reference in the Consulting Agreement to the "Agreement", "hereinafter",
"herein", "hereinafter", "hereunder", "hereof", or words of like import shall
mean and be a reference to the Consulting Agreement as amended by this
agreement.
(C) This agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute a single amendment.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first stated above.
CHINA HEALTH HOLDING, INC.
/s/ Xxxxxxxx Xx
-------------------
By: Julianna (xxxxx) Lu
Title: President and Chief Executive Officer
NATIONAL MEDIA ASSOCIATES
/s/ Xxxxxxx Xxxxxx
------------------
By: Xxxxxxx Xxxxxx
Title:
STATE OF _____________ )
) ss.
COUNTY OF ___________ )
On this day of ___________, 2004, before me, a Notary Public duly
authorized in the state and county named above to take acknowledgments,
personally appeared Xxxxxxx Xxxxxx, the ____________________ of National Media
Associates and that he in such capacity, being authorized so to do, executed the
foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
(Notary Public)
My Commission Expires:
