China America Holdings, Inc. Sample Contracts

Ziyang Ceramics Corp – Land Lease Agreement (Translation) (August 13th, 2012)

WHEREAS, Party B needs to lease one lot of land from Party A for expansion of interior wall tile production line. After thorough consultations, both parties have entered the lease agreement as follows.

Ziyang Ceramics Corp – OEM and Distribution Agreement (June 25th, 2012)

WHEREAS, Party B to take its own brand to Party A for the processing collaboration. Both Parties agree to enter the following agreement:

Ziyang Ceramics Corp – Ziyang Ceramics Signs Ten New OEM Distribution Agreements in the Second Quarter of 2012 Collectively Requiring Minimum Sales of $1.3 Million per Month (June 25th, 2012)

Zhucheng, China--(6/25/2012) – Ziyang Ceramics Corporation (OTC BB: ZYCI), a leading manufacturer of high quality interior porcelain tiles in China, announced today that the Company has signed 10 new distribution agreements with distributors in Shandong and Jiangsu provinces of China thus far in the second quarter of 2012. The new distribution agreements collectively call for minimum sales orders of approximately $1.3 million per month.

Ziyang Ceramics Corp – Loan Agreement (May 15th, 2012)
Ziyang Ceramics Corp – Loan Agreement (May 15th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Working Capital Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)

If the borrower breaches the agreement, lender has rights to stop providing loans or take back provided loans in advance. Within the 5 days when borrower received the termination agreement of borrower, borrower should pay back the loan.

Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Working Capital Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)
Ziyang Ceramics Corp – Loan Agreement (March 29th, 2012)

If the borrower breaches the agreement, lender has rights to stop providing loans or take back provided loans in advance. Within the 5 days when borrower received the termination agreement of borrower, borrower should pay back the loan.

Ziyang Ceramics Corp – Working Capital Loan Agreement (March 29th, 2012)

If the borrower breaches the agreement, lender has rights to stop providing loans or take back provided loans in advance.

Ziyang Ceramics Corp – Guaranty and Pledge Agreement (March 29th, 2012)

In order to ensure the implementation of short-term loan contract between creditor and Zhucheng Chun Guang Electronics Co., Ltd, guarantor is willing to provide secured guarantees for the claims of creditors. According to P.R China contract law and related regulations, both parties agreed to enter into this pledge agreement.

China America Holdings, Inc. – September 30, 2011 Ping Wang Chief Financial Officer China America Holdings, Inc. Xi Lv Biao Industrial Park, Longdu Street, Zhucheng City, Shangdong Province, China 262200 Re: Forgiveness of interest associated with the $14,739,932 Convertible Promissory Note dated on June 30, 2011 Dear Ms. Wang, (November 14th, 2011)

On June 30, 2011 Best Alliance Worldwide Investments Limited (“BAW” or “we”) as the shareholder of China Ziyang Technology (“Ziyang”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with China America Holdings, Inc. (“CAAH”) and China Ziyang Technology Co., Limited (“Ziyang”).

China America Holdings, Inc. – September 30, 2011 Lingbo Chi Chairman and Chief Executive Officer China America Holdings, Inc. Xi Lv Biao Industrial Park, Longdu Street, Zhucheng City, Shangdong Province, China 262200 Re: Forgiveness of the interest associated with 3% Convertible Promissory Note $11,075,206 dated on June 30, 2011 Dear Mr. Chi, (November 14th, 2011)

On June 13, 2011 China Direct Investments, Inc. and Capital One Resources, Ltd. (collectively, “CDII”) entered into a consulting agreement with China America Holdings, Inc. (“CAAH”).

China America Holdings, Inc. – OPTION AGREEMENT BETWEEN BEST ALLIANCE WORLDWIDE INVESTMENTS LIMITED AND Grantees Date: June 29, 2011 (October 26th, 2011)

We refer to the Option Agreement (the "Option Agreement") dated June , 2011 made between the Grantee and the Grantor. Terms defined in the Option Agreement shall have the same meanings as used herein.

China America Holdings, Inc. – Contract (October 26th, 2011)

The following unaudited pro forma financial statements of China America Holdings, Inc., (“CAAH”) are based on, and should be read in conjunction with:

China America Holdings, Inc. – OPTION AGREEMENT BETWEEN BEST ALLIANCE WORLDWIDE INVESTMENTS LIMITED AND Grantees Date: June 29, 2011 (September 13th, 2011)

We refer to the Option Agreement (the "Option Agreement") dated June , 2011 made between the Grantee and the Grantor. Terms defined in the Option Agreement shall have the same meanings as used herein.

China America Holdings, Inc. – Contract (September 13th, 2011)

The following unaudited pro forma financial statements of China America Holdings, Inc., (“CAAH”) are based on, and should be read in conjunction with:

China America Holdings, Inc. – Ziyang’s 15 Shareholders (转让方) (Transferor) 与 And China Ziyang Technology Co., Ltd. (受让方) (Transferee) 关于 Regarding 100% membership interest of Zhucheng City Ziyang Ceramics Co., Ltd Stock Transfer Agreement June 29, 2011 (July 7th, 2011)

This Stock Transfer Agreement (“Agreement”) is made as of this 29 day of June, 2011 by and between the following parties in Zhucheng City, Shandong Province, China.

China America Holdings, Inc. – (English Translation from Chinese) Land Lease Agreement (July 7th, 2011)

Due to operation needs, Party B leased one lot of land from Party A, after thorough consultation, the parties have agreed and signed the following agreement.

China America Holdings, Inc. – SHARE EXCHANGE AGREEMENT by and among CHINA AMERICA HOLDINGS, INC. a Florida Corporation and CHINA ZIYANG TECHNOLOGY CO., LIMITED, a Hong Kong company and BEST ALLIANCE WORLDWIDE INVESTMENTS LIMITED a British Virgin Island company Dated as of June 30, 2011 (July 7th, 2011)

THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 30th day of June 2011, by and between CHINA AMERICA HOLDINGS, INC., a Florida corporation (“CAAH”), with offices at 333 E. Huhua Rd Huating Economic & Development Area Jiading District, Shanghai, CHINA, and CHINA ZIYANG TECHNOLOGY CO., LIMITED, a Hong Kong company (“CZT”), and BEST ALLIANCE WORLDWIDE INVESTMENTS LIMITED, a British Virgin Island company (“BAW” or the “CZT Shareholder”), upon the following premises:

China America Holdings, Inc. – (English Translation from Chinese) Land Lease Agreement (July 7th, 2011)

Due to ceramics production operation needs, Party B leased one lot of barren mountain land from Party A, after thorough consultation, the parties have agreed and signed the following agreement.

China America Holdings, Inc. – 3% CONVERTIBLE PROMISSORY NOTE (July 7th, 2011)

FOR VALUE RECEIVED, CHINA AMERICA HOLDINGS, INC., a Florida corporation (the “Company??, promises to pay to the order of Best Alliance Worldwide Investments Limited, a British Virgin Island company (the “Payee” or the “Holder”), the principal amount of Fourteen Million Seven Hundred Thirty Nine Thousand Nine Hundred Thirty Two and 00/100 Dollars ($14,739,932) on June 30, 2012 (the “Maturity Date”), and interest on the unpaid principal balance hereof from the date of this Note at rate of 3% per annum, payable at Maturity. Payments of principal and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts. This Note was issued pursuant to the provisions of the Stock Exchange Agreement entered into between the Company, China Ziyang Technology Co., Limited, a Hong Kong company and the Holder.

China America Holdings, Inc. – CONSULTING AGREEMENT (July 7th, 2011)

This Consulting Agreement (“Agreement”) is made as of this 13th day of June, 2011 by and between China America Holdings, Inc., a Florida corporation (“CAAH” or “Client”), and China Direct Investments, Inc., a Florida company, and Capital One Resource., Ltd., a Brunei company (collectively the “Consultants”). Client and Consultants may collectively be referred to as the “Parties”.

China America Holdings, Inc. – Contract (July 7th, 2011)

The following unaudited pro forma financial statements of China America Holdings, Inc., (“CAAH”) are based on, and should be read in conjunction with:

China America Holdings, Inc. – OPTION AGREEMENT BETWEEN BEST ALLIANCE WORLDWIDE INVESTMENTS LIMITED AND Grantees Date: June 29, 2011 (July 7th, 2011)

We refer to the Option Agreement (the "Option Agreement") dated June , 2011 made between the Grantee and the Grantor. Terms defined in the Option Agreement shall have the same meanings as used herein.

China America Holdings, Inc. – China America Holdings in Definitive Agreement to Acquire China Ziyang Technology Company, Limited as Wholly Owned Subsidiary (June 30th, 2011)

SHANGHAI, CHINA -- (Market Wire) -- 06/30/2011 -- China America Holdings, Inc. (OTCBB: CAAH) announced today it has entered into a definitive share exchange agreement with Best Alliance Worldwide Investments Limited (“Best Alliance”) to acquire a 100% equity stake in China Ziyang Technology Company, Limited for a combination of a convertible promissory note and common stock valued at approximately $16 million. Upon completion of the transaction and assuming full conversion of the note, Best Alliance will own approximately 79.6% of the then issued and outstanding shares of China America Holdings.

China America Holdings, Inc. – EXTENSION AGREEMENT (May 11th, 2011)

This will confirm that the undersigned hereby agree to extend the latest date for obtaining the approval of the shareholders of China America Holdings, Inc. (the “Company”) from May 31, 2011 to June 15, 2011 in connection with the December 23, 2010 Membership Interest Sale Agreement entered into among the Company, Glodenstone Development Limited, a British Virgin Island company (“Glodenstone”), Aihua Hu and and Ying Ye (the “Membership Sale Agreement”).