May 11, 2005 Form 8k Exhibit 10.1




CHINA
HEALTH HOLDING INC.




PARK
PLACE, Suite 600 - 666
Burrard Street, Vancouver, BC, Canada V6C 2X8

Tel:
604-608-6788..................Fax: 604-608-8786







May 6,
2005







Messrs.
Michael Baybak and George Duggan

National
Media Associates

4515
Ocean View Blvd., Ste. 305

La
Canada, California 91011





	 	
      Re:
	
      Termination
      of Consulting Agreement 





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







Dear
Messrs. Baybak and Duggan:




As
described in a letter from corporate counsel to China Health Holding, Inc. (the
“Company”), Sichenzia Ross Friedman Ference 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, Mr. Baybak, 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
Michael Baybak. 




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 Michael Baybak 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 Michael Baybak; 

(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 Michael Baybak pursuant to the Agreement; and 

(iii)  the
Company agrees that Michael Baybak 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 Michael Baybak, 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 (Jenny)
    Lu
	 	
      

       Julianna (Jenny) Lu
	 	 Chief Executive
      Officer






	 	 	 
		By:  	/s/ Dick Wu
	 	
      

       Dick Wu
	 	 Director



 



	 	 	 
		By:  	/s/ XiaoFei Yu
	 	
      

       XiaoFei Yu
	 	
       Director

       

       

       

      Signed and Agreed on May 6, 2005







 

 

 

 


	 ACCEPTED AND
      AGREED TO:	 	 	 ACCEPTED AND
      AGREED TO:
	 National Media Associates:	 	 	 
	 	 	 	 
	/s/ George
      Duggan	 	 	/s/ Michael
      BayBak
	
      

    	 	 	
      

    
	
      By: George
      Duggan
Title


      9 May, 2005
	 	 	
      By: Michael BayBak and
      individually
Title


      9 May,
2005