CHINA HEALTH HOLDING INC. PARK PLACE, Suite 600 - 666 Burrard Street, Vancouver, BC, Canada V6C 2X8 Tel: 604-608-6788………………Fax: 604-608-8786

CHINA HEALTH HOLDING INC.

PARK PLACE, Suite 600 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx X0X 0X0

Tel: 000-000-0000………………Fax: 000-000-0000

May 6, 2005

Messrs. Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx

National Media Associates

0000 Xxxxx Xxxx Xxxx., Xxx. 000

Xx Xxxxxx, Xxxxxxxxxx 00000

Re: Termination of Consulting Agreement

dated August 8, 2004, as amended on September 6, 2004

Dear Messrs. Baybak and Xxxxxx:

As described in a letter from corporate counsel to China Health Holding, Inc. (the “Company”), Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP (“Counsel”), dated April 22, 2005, National Media Associates has failed to perform its obligations under its Consulting Agreement with the Company dated August 8, 2004, as amended on September 6, 2004 (the “Agreement”). In response to Counsel’s April 22, 2005 letter, National Media Associates and its Vice-President, Xx. Xxxxxx, indicated their willingness to mutually terminate the Agreement and return 700,000 of the 1,000,000 shares of common stock of the Company that were issued in the name of Xxxxxxx Xxxxxx.

This letter will confirm the Company’s intention to terminate the Agreement for the reasons described in Counsel’s April 22, 2005 letter. Upon execution of this letter, the Agreement and any and all obligations of either of the parties arising from such Agreement, shall, in all respects, be deemed to be null and void and of no further force and effect. In addition, upon execution of this letter, National Media Associates and Xxxxxxx Xxxxxx hereby agree:

(i)    to return and cancel 700,000 shares (the “Shares”) of common stock of the Company that were issued in the name of Xxxxxxx Xxxxxx;

(ii)   to cancel options to purchase 1,000,000 shares (the “Options”) of the Company’s common stock exercisable for three years with an exercise price of $US 0.10 per share, issued to Xxxxxxx Xxxxxx pursuant to the Agreement; and

(iii)  the Company agrees that Xxxxxxx Xxxxxx and National Media Associates keep the 300,000 shares of common stock that have been registered for resale.

Upon signing this letter and return of the Shares, neither party to the Agreement shall have any further obligations of any nature whatsoever with respect to the other party pursuant to or arising from the Agreement.

By signing below, National Media Associates and Xxxxxxx Xxxxxx, as NMA RELEASORS, in consideration of the sum of One Dollar ($1.00), and other good and valuable consideration, received from the Company, receipt of which is hereby acknowledged, releases and discharges the Company, the Company’s officers, directors, employees, agents, heirs, executors, administrators, representatives, successors and assigns from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands whatsoever, arising from or related to the Agreement and cancellation of the Shares and the Options, in law, admiralty, or equity, which against the Company, the NMA RELEASORS, NMA RELEASORS’ successors and assigns ever had, now have or hereafter can, shall or may have.

If the foregoing accurately summarizes our mutual agreement, please indicate your approval of same by signing the enclosed copy of this letter in the space provided and returning same to me.

Very truly yours,

	CHINA HEALTH HOLDING, INC.
	By:	/s/ Julianna (Xxxxx) Xx
		Xxxxxxxx (Xxxxx) Lu
		Chief Executive Officer

	By:	/s/ Xxxx Xx
		Xxxx Xx
		Director

	By:	/s/ XxxxXxx Xx
		XxxxXxx Xx
		Director Signed and Agreed on May 6, 2005

ACCEPTED AND AGREED TO:			ACCEPTED AND AGREED TO:
National Media Associates:
/s/ Xxxxxx Xxxxxx			/s/ Xxxxxxx XxxXxx
By: Xxxxxx Xxxxxx Title 9 May, 2005			By: Xxxxxxx XxxXxx and individually Title 9 May, 2005