Exhibit
10.2


 


THIS REVISED AGREEMENT made the November 30, 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”), Dalian
Fengming International Recreation Town Co., Limited, a company established in the People’s Republic of China (hereinafter the “Party C”) and Ms. Hoi-ho Kiu,
the CEO of Party A (hereinafter the “Confirmor”).


 


WHEREAS the Parties A, B and C have entered into a Sale and Purchase
Agreement dated November 17, 2005 (the “Agreement”).


 


NOW, THEREFORE, the Parties agree
to
revise the Agreement as
follows:


 


1.                                       Party
C shall sell its 100% beneficial interests in the Recreation Town to the
Confirmor, for RMB 38 million (the “Selling
Price”) to be payable by the Confirmor in six months from
the date of the Agreement to Party C.


 


2.                                      In
return, the Confirmor shall sell the 100% beneficial interests in the
Recreation Town to Party B in exchange for 32,000,000 shares of common stock of Golden
Health, par value $0.001 per share (the “Golden Health Common Stock”).


 


3.                                      Such
Golden Health Common Stock shall be
issued to the Confirmor by Party A upon the written confirmation by the
Confirmor that Party C has the proper legal title of the Recreation Town.


 


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 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.                                      This Revised 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 Revised 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

  
	
   

  
	
  By: /s/   Hoi-ho
  Kiu

  	
   

  
	
  Ms. Hoi-ho
  Kiu

  



 


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