0001144204-07-022783 Sample Contracts

Assets Acquisition Agreement
Assets Acquisition Agreement • May 4th, 2007 • China Ginseng Holdings Inc

Party A invested US$200,000 (55%), Party B invested RMB 1,350,000 (45%) co-founded a joint venture - Yanbian Huaxing Ginseng Industry Co. Ltd. The registration was approved by Yanbian District Business Administration Bureau on September 6, 2003, the registered capital is RMB 3,000,000 (US$364,000). The joint venture realized a profit estimated US$351,000 in 2004 after over a year of operation. In order to further expand the business, Party A requested to acquire the original investment of Party B, and to become a wholly owned enterprise.

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Ginseng-growing Land Lease Agreement
Land Lease Agreement • May 4th, 2007 • China Ginseng Holdings Inc

To expand the area of ginseng-growing land according to the Green Ginseng Growing and Processing Program approved by the state of Yanbian, Heilongjiang Province Muling Forestry Bureau (the “Bureau”) and Yanbian Huaxing Ginseng Industry Co., Ltd. (the “Company”) have agreed that the Bureau will lease a total of 700 square hectares of natural forest land with low soil quality and wasteland to the Company for 20 years from 2005 to 2025 for growing ginseng. The details of this Agreement are as follows:

Acquisition Agreement
Acquisition Agreement • May 4th, 2007 • China Ginseng Holdings Inc

This Acquisition Agreement is entered among China Ginseng Holdings, Inc. (“CGH”) and Meihekou City Ginseng Company, Ltd. (“MCGC”) after thorough consideration and negotiation:

Employment Agreement
Employment Agreement • May 4th, 2007 • China Ginseng Holdings Inc

Decided by the Board of Directors, Mr. Wang, Shuchun is appointed as the Chief Executive Officer of China Ginseng Holdings, Inc.

Employment Agreement
Employment Agreement • May 4th, 2007 • China Ginseng Holdings Inc

The monthly wage will be RMB$3,000. Permanent employment period will be three years from March 2005 to March 2008. According to the law of the state, employment health insurance will be provided.

Employment Agreement
Employment Agreement • May 4th, 2007 • China Ginseng Holdings Inc

Decided by the Board of Directors, Ms. Ren, Ying, is appointed as the Chief Executive of Finance of Yanbian Huaxing Ginseng Co., Ltd.

Individual Farmer Ginseng Growing Contract
Individual Farmer Ginseng Growing Contract • May 4th, 2007 • China Ginseng Holdings Inc

In order to carry out the company’s mission, promote brand name and market acceptance, as well as to develop the second environment friendly high-yield ginseng plantation, support local economic development; the company decided to provide full support and assistance of its man power, farming supplies and technology to farmers per local government’s request. The contract will be executed according to the following terms:

US China Ginseng Holding, Inc a Nevada corporation Units of Common Stock & Warrants MANAGING PLACEMENT AGENT AGREEMENT
Managing Placement Agent Agreement • May 4th, 2007 • China Ginseng Holdings Inc • California

This Managing Placement Agent Agreement (this “Agreement”) is entered into as of the date set forth above among US China Ginseng Holding, Inc., a Delaware corporation (“USCG” or the “Company”), engaged in the business of medical imaging and information management in the ginseng , and White Pacific Securities, Inc. (“WP” or “you” or the “Managing Placement Agent”).

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