ex101.htm


    Agreement
to Cancel the Contract of Lease of Property

    and

    Amended
and Restated Convertible Promissory Note

    


    (As
approved by the Board of Directors of China Health Resource, Inc.,

    Effective
July 30, 2009)

    


    This
Agreement to Cancel the Contract of Lease Property and Amended and Restated
Convertible Promissory Note, dated and effective as of 30 July 2009,
(“Agreement”) is made by:

    


    Sichuan Yinfa Resource
Development Co., Ltd. (“SYRD”),

    


    Address:  No.
188 Xishan Road, Chuanshan District, Suining City, Sichuan Province, P.R. China
629000; with Mr. Lei
Guo (“Trustee”), ID Number:  510902197810125758, acting as
Trustee of SYRD, and located at

    Address:  No.
188 Xishan Road, Chuanshan District, Suining City, Sichuan Province, P.R. China
629000; and

    


    China Health Resource,
Inc. (“CHRI”)

    Address:  343
Sui Zhou Zhong Road, Suining City, Sichuan Province, P.R. China.

    


    CHRI and
SYRD may hereinafter also be referred to individually as a “party” and
collectively as the “parties.”   Mr. Lei Guo is a party to this
Agreement for the sole purpose of being obligated to surrender the stock
certificate(s) evidencing the 12,605,615 shares of Class A Common Stock issued
to Mr. Lei Guo and to do so in accordance with paragraph 4 below.

    


    RECITALS

    


    Contract of Lease of
Property and Amended Restated Convertible Promissory Note

    


    Whereas, On December 16, 2008, a
Contract of Lease of Property was entered into between Mr. Lei Guo, in his
capacity as Trustee for Sichuan Yinfa Resource Development Co., Ltd., and China
Health Resource, Inc. (“Lease Property”).  In addition, on December
30, 2008 (as Amended and Restated on January 21, 2009) in connection with the
Lease Property, a Convertible Promissory Note (“Note”) was entered into between
SYRD, with Mr. Lei Guo, in his capacity as Trustee for Sichuan Yinfa Resource
Development Co., Ltd., and as authorized signatory for SYRD, and CHRI for use of
said Lease Property; and

    


    Whereas, the parties hereby mutually
agree to terminate the Lease and Note pursuant to this Agreement

    


    For good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree
to as follows:

    


    1.           The
Contract of Lease of Property, dated December 16, 2008, (“Lease”) is hereby
terminated and canceled.

     

     

     

    
      
         

      

      
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    2.           The
Amended and Restated Convertible Promissory Note, dated January 21, 2009,
(“Note”), with the effective date of December 30, 2008, is hereby terminated and
cancelled.

    


    3.           The
43,000,000 shares of Class A Common Stock issued to Mr. Lei Guo, Trustee by
China Health Resource, Inc., on December 30, 2008, shall be retained by Mr. Lei
Guo, Trustee, under the terms of the Contract of Lease Of Property and Amended
and Restated Convertible Promissory Note.

    


    4. The
12,605,615 shares of Class A Common Stock issued to Mr. Lei Guo, Trustee by
China Health Resource, Inc., on March 30, 2009, under the terms above Contract
of Lease of Property and the Amended and Restated Convertible Promissory Note,
are hereby withdrawn and canceled.

    


    5. Each
party shall execute all instruments and sign all agreements or documents that
are reasonably required to fully, promptly implement or consummate the above
actions, including, without limitation, the surrender of the stock certificates
with all required endorsements and seals that are referenced in paragraph 4
above.

    


    Therefore, the parties agree that no
further obligations are due to either party under the Lease or
Note.

    


    This
Agreement may be signed in multiple counterparts, each one being the same
agreement and instrument. If any provision of this Agreement is determined by a
court to be unenforceable or illegal, then the parties agree that the remaining
valid provisions shall constitute the entire agreement of the
parties.  This Agreement was negotiated at arm’s length and without
coercion or undue influence.  Each party has had a reasonable period
to review this Agreement with its professional advisors prior to signing
below.

    


    The
parties have entered into this Agreement as of the date first written
above.

    


    Date:  July
30, 2009

    
      


      
        	
                China
      Health Resource, Inc.

              	
                Sichuan
      Yinfa Resource Co., Ltd.

              
	 
      	 
      
	 
      	 
      
	
                By:  
          /s/ 
      Jiayin
      Wang                                                  
      

              	
                By:    
        /s/  Lei
      Guo                                                     
      

              
	
                Name:  Jiayin
      Wang

              	
                Name: 
      Lei Guo

              
	
                Title:   
      President and Director

              	
                Title:   
      Trustee

              
	 
      	 
      
	
                Mr.
      Lei Guo

              	 
      
	 
      	 
      
	 
      	 
      
	
                Signature: 
      /s/  Lei
      Guo                                                      
      

                                   
      Lei Guo

              	 
      


      

       

      
 

      
        
           

        

        
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