Sales and Purchase Agreement


    Exhibit
      10.1

    


    SALES
      AND
      PURCHASE AGREEMENT FOR ACQUISITION 

    OF
      REVEILER SKIN PRO LIMITED DATED FEBRUARY 21, 2007

    


    THIS
      AGREEMENT is
      made
      on February
      21, 2007

    


    BETWEEN

    


    (1)      Golden
      Health Holdings, Inc., a
      listed
      company duly incorporated in Nevada,
      USA with
      limited liability and whose registered office is at [ ̇] (hereinafter
      the "Party A");

    


    
      	
              (2)

            	
              Reveiler
                Skin-Pro Limited, a Hong Kong corporation with limited liability
                (hereinafter the “Company”) whose registered office is at 11/F, Lin Fook
                House, 3 Jardine Crescent, Causeway Bay, Hong Kong and 100% owned
                by Mr.
                Wai Chi Louis CHAN (hereinafter the "Party B") and Ms. Ping SIU
                (hereinafter the "Party C", together with Party B, collectively as
                "Vendors").

            


    

    


    WHEREAS
      the Company is carrying on a beauty centre at the address of 11/F., Lin Fook
      House, 3 Jardine Crescent, Causeway Bay ,Hong Kong (hereinafter the "Beauty
      Cenrtre");

    


    WHEREAS
      the Parties have entered into discussions and agreed the following regarding
      the
      beneficial interests of share of the Company. The Parties also agreed that
      in
      case the context of this Agreement will contravene the relevant laws and
      regulations in the Hong Kong Special Administrative Region of China (hereinafter
      “Hong Kong”), the Parties will amend or revise this Agreement or enter into
      further supplemental agreement(s) according to the spirit of this
      Agreement.

    


    NOW,
      THEREFORE, the Parties agree as follows:

    


    
      	
              1.

            	
              The
                Vendors agree to sell 100 per cent share of the company to Party
                A to
                exchange for 2,400,000 shares of common stock of Party A (which is
                equivalent to about 10 per cent of total issued shares of Party A)
                at par
                value of US$0.001 per share (the "Consideration Shares") which is
                to be
                issued on or before March 31, 2007 (the "Closing
                Date").

            


    

    


    
      	
              2.

            	
              Party
                A agrees that not less than 2,400,000 shares or 10 per cent of total
                issued shares shall be issued to the Vendors (1,200,000 shares each
                to
                Party B and C respectively) upon the issuance of proper transfer
                of title
                documents of the total issued and outstanding stock in the Company
                from
                the Stamp Duty Office in Hong Kong.

            


    

    


    
      	
              3.

            	
              The
                Vendors contemplates the expenditure of substantial time and money
                in
                connection with the preparation of unaudited financial statements
                from the
                date of commencement of business of the Beauty Centre in July 2006
                up to
                December 31, 2006. Accordingly, before the Closing Date, Party A
                shall not
                directly or indirectly, issue any new shares of its common stock
                without
                the prior written consent from the
                Vendors.

            


    

    


    
      	
              4.

            	
              Party
                A shall appoint Ms. Cindy Pui LAM as a director of Party A upon completion
                of this Agreement.

            


    

    


    
      	
              5.

            	
              This
                Agreement shall be governed and construed in accordance with the
                Laws of
                the State of Nevada and the parties hereby submit the non-exclusive
                jurisdiction of the Courts of
                Nevada.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been executed as of the day and year first
      above written.

    


    


    


    By:
      /s/
      Kam LAU

    _______________________________________________________

    Mr.
      Kam
      LAU, CEO, for and on behalf of Golden Health Holdings, Inc.

    


    


    By:
      /s/
      Louis Wai Chi CHAN

    _______________________________________________________

    Mr.
      Louis
      Wai Chi CHAN

    


    


    By:
      /s/
      Ping SIU

    _______________________________________________________

    Ms.
      Ping
      SIU