Agreements

Agreements

Party A: Meihekou City Hengyide Warehouse Logistics Co., Ltd.

Party B: Ganzhi Ginseng Products Co Ltd & China Ginseng Holding Inc

As per negotiation between Party A and B in relation to the premise located in the address of a PRC company named in Tonghua Diyuan Grape Wine Co., Ltd., it is agreed as follow:

1) Party A and B shall go to the PRC auction company Jilin Mingshi Auction Co. Ltd. together to apply for the change of the purchaser’s name from Party A to Party B. The application fee is borne by Party B.

2) All details/content of the location, land area and facilities that to be acquired originally by Party A are remain unchanged. The consideration of RMB 9,000,000 and the agency commission that to be originally paid by Party A are remain unchanged and shall be paid by Party B to Party A.

3) Payment method: This agreement is become effective upon date of signing, Party B shall pay Party A of RMB 500,000 before 20 March 2010, the remaining balance shall be repaid in full before end of June 2010.

4) The consideration of RMB 9,000,000 is calculated with the bank’s lending rate, and shall be paid by Party B to Party A.

5) Party A is agreed to waive the rental expenses incurred by Party B for using the premise for the period from Jan to Feb 2010.

6) If the remaining balance is not settled within June 2010, Party A has the right to repossess the premise and confiscate the deposit paid to Party A. And Party B is liable to compensate Party A for an amount equivalent to 6 month’s rental expenses for using the premise.

7) Both parties shall obey the terms set out in this agreement. This agreement comes into force promptly after the representatives of both parties sign and put on the seal.

8) This agreement is made in 2 copies, both parties hold one.

Meihekou Hengyide Warehouse Logistics Co., Ltd. (with company seal)

Legal Representative: (signature)

Jilin Ganzhi Ginseng Products Co., Ltd (with company seal)

Legal Representative: Xxxxx Xxxxxxx

China Ginseng Holdings Inc. (with company seal)

Legal Representative: Liu Changzhen