Exhibit
10.1


 


THIS AGREEMENT made the November 17, 2005 by and among Golden Health Holdings, Inc., a Nevada
corporation (hereinafter the “Party
A”), Joy
Power International Holdings Limited, a Hong Kong corporation and 100% owned by Golden Health Holdings, Inc. (hereinafter
the “Party
B”) and Dalian Fengming International Recreation Town Co.,
Limited, a company established in
the People’s Republic of China (hereinafter
the “Party
C”).


 


WHEREAS Party C
operates and owns 100% beneficial interests in Dalian Fengming International Recreation Town (hereinafter the “Recreation
Town”); and


 


WHEREAS the Parties have entered into discussions and agreed
the following regarding the 100% beneficial interests in the Recreation Town.
The Parties also agreed that in case the context of this Agreement will
contravene the relevant laws and regulations in the People’s Republic of China
(“China”), 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.             Party
C shall sell its 100% beneficial interests in the Recreation Town to Party B,
according to its present open market value of approximately US$10 million
(RMB80 million) (the “Selling Price”).


 


2.             Because
Party B is a wholly-owned subsidiary of Party A, Party C now accepts the
issuance of 32,000 shares of Series B Non-Voting Convertible Preferred
Stock of Score One (the “Series B Shares”)
by Party A as consideration as full and final settlement of the Selling
Price.  Party A confirms that such Series
B Shares shall be convertible into shares of Party A’s Common Stock at any time
after the six month anniversary of the issuance date at a conversion rate of
1,000 shares of Common Stock for each share of Series B Stock (the “Lock-up Period”). 
Party A also has the right to redeem such 32,000 Series B Shares for
cash consideration of RMB38 million within any time during the Lock-up Period.


 


3.             Party A
also confirms that Party C shall have the option of demanding Party A to redeem
such 32,000 Series B Shares for cash consideration of RMB38 million at the six
month anniversary of the issuance date if Party C elects not to convert such
Series B Shares into shares of Party A’s Common Stock after the Lock-up Period.
If by then Party A is unable to redeem such 32,000 Series B Shares for cash
consideration of RMB38 million, Party A will sell back the 100%
beneficial interests in the Recreation Town to Party C in order to redeem such
32,000 Series B Shares.


 


4.             Party
B confirms that there is no intention to change the management of the
Recreation Town.


 





















 


5.             Party
C unconditionally and irrevocably undertakes to Party A and Party B that from
the date of issuance of the Series B Shares as the Closing Date of the Agreement,
up to the time when all formal legal procedures in China in connection with
transfer of 100% of the beneficial interests in the Recreation Town to Party B
are completed and all Chinese governmental approvals, certificates and licenses
are granted to Party B, all equity interests and income generated from the 100%
beneficial interests in the Recreation Town should be properly accounted for
Party B by Party C.  Party C shall no
longer entitle to any such equity interests and income.


 


6.             Party C confirms that the Series B Shares
shall be issued in the name of Ms. Hoi-Ho Kiu although the share certificate
will be physically kept by Party C upon its issuance until all relevant formal
legal procedures in China in connection with transfer of 100% of the beneficial
interests in the Recreation Town to Party B are completed and all Chinese
governmental approvals, certificates and licenses are granted to Party B.


 


7.             This
Agreement shall be governed and construed in accordance with the Laws 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/ Hoi-ho Kiu

  	
   

  
	
  Ms. Hoi-ho
  Kiu

  
	
  CEO, for and on behalf of

  
	
  Golden
  Health Holdings, Inc.

  
	
   

  
	
  By: /s/ Hoi-ho Kiu

  	
   

  
	
  Ms. Hoi-ho
  Kiu

  
	
  Secretary, for and on
  behalf of

  
	
  Joy Power International Holdings
  Limited

  
	
   

  
	
  By: /s/ Tian-lu Chen

  	
   

  
	
  Mr. Tian-lu
  Chen

  
	
  Authorized
  Representative, for and on behalf of

  
	
  Dalian Fengming International Recreation
  Town Co., Limited

  



 


2