EXHIBIT 10.2


                          AGREEMENT AND PLAN OF MERGER
               GOLDEN DRAGON HOLDING CO., a Delaware corporation,
                                       AND
                   CANNAPHARMARX, INC., a Colorado corporation

                                       AND
                 CPHR ACQUISITION CORP., a Delaware corporation
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                          AGREEMENT AND PLAN OF MERGER

         This  Agreement  and Plan of Merger  ("AGREEMENT")  is made and entered
into as of May 15,  2014 (the  "EFFECTIVE  DATE"),  by and among  Golden  Dragon
Holding Co., a Delaware  corporation,  with its principal office at 7609 Ralston
Road,  Arvada, CO 80002 ("GDHC"),  CannaPharmaRX,  Inc., a Colorado  corporation
("CPHR"), and CPHR Acquisition Corp., a newly-formed  wholly-owned subsidiary of
GDHC,  domiciled  in  Delaware  ("ACQUISITION  SUB").  Each of  GDHC,  CPHR  and
Acquisition Sub is referred to herein individually as a "PARTY," or collectively
as the "PARTIES."

                                    RECITALS

         A.  GDHC  and  CPHR  intend  to  effect  a  merger,  pursuant  to which
Acquisition Sub will merge with and into CPHR and CPHR will survive, as a result
of which the entire  issued share  capital of CPHR (the "CPHR  SHARES")  will be
deemed for all purposes to represent  shares of common  stock,  par value $0.001
per share,  of GDHC upon the terms and  subject to the  conditions  set forth in
this Agreement.

         B. The Parties  intend that the Merger  contemplated  by this Agreement
will qualify as a tax-free  reorganization  within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended,  and the rules and regulations
promulgated thereunder (the "TAX CODE").

         C. The Parties  intend that the effective  date hereof shall be May 15,
2014 regardless of the execution date or the closing after conditions are met.

         NOW,   THEREFORE,   in   consideration   of  the   foregoing   and  the
representations, warranties and mutual covenants herein made, the parties hereby
agree to the foregoing and as follows:

SECTION 1. DEFINITIONS.  Capitalized terms not otherwise defined herein have the
meanings set forth in the attached SCHEDULE 1.

SECTION 2. THE MERGER.

         (a) EFFECTING THE MERGER.  Upon the terms and subject to the conditions
contained in this Agreement, at the Effective Time (as hereinafter defined), (i)
Acquisition  Sub shall be merged  with and into  CPHR (the  "Merger");  (ii) the
separate  corporate  existence of Acquisition Sub shall thereupon cease and CPHR
will  continue  as the  surviving  corporation  in the Merger  and  wholly-owned
subsidiary of GDHC (sometimes referred to herein as the "Surviving Subsidiary"),
(iii) all the properties,  rights and privileges,  and power of CPHR, shall vest
in the Surviving Subsidiary, and all debts, liabilities and duties of CPHR shall
become the debts,  liabilities and duties of the Surviving Subsidiary,  and (iv)
each share of common stock of Acquisition Sub issued and outstanding immediately
prior to the Effective  Time will be converted into and exchange for one validly
issued, fully paid and non-assessable share of the Surviving Subsidiary's common
stock.

         (b) EFFECT ON CAPITAL STOCK.

               (i) CONVERSION OF CPHR SHARES.  At the Effective  Time, each CPHR
Share  issued and  outstanding  on the  Closing  Date (as  defined in Section 3,
below)  shall,  by virtue of the  Merger and  without  any action on the part of
CPHR, GDHC, Acquisition Sub, or the holders of the CPHR Shares as of the Closing

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Date (the  "ORIGINAL  HOLDERS"),  be converted into and will become one share of
validly issued,  fully paid and non-assessable  common stock of GDHC (the "SHARE
RATIO")  such that the  Original  Holders  will be issued a total of  12,000,000
shares of GDHC (the "GDHC COMMON STOCK") following the conversion. All shares of
GDHC Common  Stock  issued  upon the  surrender  for  exchange of CPHR Shares in
accordance  with the terms  hereof  shall (i)  contain a  restricted  securities
legend in  compliance  with the  Securities  Act and (ii) be deemed to have been
issued in full satisfaction of all rights pertaining to such CPHR Shares.  There
shall be no further  registration  of transfers on the stock  transfer  books of
CPHR of the CPHR Shares that were outstanding immediately prior to the Effective
Time.

               (ii) FRACTIONAL  SHARES.  No fractional  shares will be issued in
connection  with the  conversion of CPHR Shares into GDHC Common Stock,  and any
right to receive a  fractional  share will be  rounded-up  to the nearest  whole
share.

               (iii)  CANCELLATION  OF CPHR SHARES.  At the Effective  Time, the
CPHR Shares  will be deemed  canceled  and retired and will cease to exist,  and
each holder of a certificate  for CPHR Shares will cease to have any rights with
respect  thereto;  PROVIDED,  HOWEVER,  that,  following the Closing Date,  upon
surrender of an original stock certificate  representing CPHR Shares,  GDHC will
deliver a stock certificate for shares of GDHC Common Stock to which such person
is entitled  pursuant to the Share Ratio,  bearing any necessary or  appropriate
restrictive  legend.  The  effect  of the  Merger  shall be as  provided  in the
applicable provisions of Delaware Law.

               (iv) LOST, STOLEN OR DESTROYED  CERTIFICATES.  If any certificate
evidencing  CPHR  Shares  shall have been lost,  stolen or  destroyed,  upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost,  stolen or destroyed and, if required by GDHC, the posting of an indemnity
bond, in such  reasonable  amount as GDHC or the transfer  agent may direct,  as
collateral  security  against  any claim  that may be made with  respect  to the
certificate,  GDHC will  issue in  exchange  for the lost,  stolen or  destroyed
certificate the applicable number of shares of GDHC Common Stock.

               (v)  At the  Effective  Time,  each  share  of  common  stock  of
Acquisition Sub  ("ACQUISITION  SUB STOCK") issued and  outstanding  immediately
prior to the  Effective  Time  shall be  converted  into and  exchanged  for one
validly issued, fully paid, nonassessable share of common stock of the Surviving
Subsidiary.  Each  stock  certificate  evidencing  ownership  of any  shares  of
Acquisition Sub Stock shall, at the Effective Time,  evidence  ownership of such
shares of capital stock of the Surviving Subsidiary.

         (c) REORGANIZATION.  The Parties intend to adopt this Agreement and the
Merger as a plan of  reorganization  under Section  368(a) of the Tax Code.  The
shares of GDHC  Common  Stock  issued  in the  Merger  will be issued  solely in
exchange  for  CPHR  Shares,  and no other  transaction  other  than the  Merger
represents, provides for or is intended to be an adjustment to the consideration
paid  for the  CPHR  Shares.  No  consideration  that  could  constitute  "other
property"  within  the  meaning  of  Section  356(b)  of the Tax  Code is  being
transferred by GDHC for CPHR Shares in the Merger.  The parties shall not take a
position on any tax return inconsistent with this Section 2(c).

         (d) FURTHER  ACTIONS.  If at any time after the Effective Time, GDHC or
CPHR reasonably  determines  that any deeds,  assignments,  or  instruments,  or
conformations  of transfer are  necessary or desirable to carry out the purposes
of this  Agreement,  the  officers  and  directors  of GDHC and  CPHR are  fully

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authorized in the name of their  respective  corporations  or otherwise to take,
and will take, all such lawful and necessary or desirable actions.

         (e)  Options:  There are  Options,  subject  to  vesting,  to  purchase
4,700,000 shares of CPHR common stock, to executives of CPHR, at $1.00 per share
for 3 years,  and GDHC shall issue  exchange  Options upon like terms to replace
the CPHR Options.

         (f) LOCK-UP SHARES.  The shares of GDHC Common Stock issued to the CPHR
Inside Shareholders (as defined below) shall be locked up for twelve (12) months
after the Closing  Date  pursuant to the terms of the  lock-up  agreement  which
shall be  substantially  in the form of  EXHIBIT  A  attached  hereto  ("LOCK-UP
AGREEMENT").  "CPHR Inside  Shareholders"  shall be defined as CPHR's  officers,
directors,  employees, five percent (5%) shareholders and any affiliates of each
of those parties.

         (g) PIGGY-BACK REGISTRATION RIGHTS.

               (i) In the event GDHC proposes to file a  registration  statement
with the SEC pursuant to the Securities Act covering the public  offering of any
of its stock  (other  than a  registration  relating  solely to the  issuance of
securities by GDHC pursuant to a stock option, stock purchase or similar benefit
plan or an SEC Rule 145  transaction),  GDHC shall  promptly  give each Original
Holder  written  notice of such  registration.  GDHC  shall  use all  reasonable
efforts to cause to be  registered  all of the shares of GDHC Common  Stock that
each such  Original  Holder has  requested to be included in such  registration.
Notwithstanding  any other  provision of this  Agreement  and  regardless of the
registration of any shares of GDHC Common Stock, the shares of GDHC Common Stock
will continue to be subject the lock up provisions specified in Section 2(f).

               (ii) GDHC  shall  have the right to  terminate  or  withdraw  any
registration  initiated by it under this Section 2(f) before the effective  date
of such registration,  whether or not any Original Holder has elected to include
shares of GDHC Common Stock in such registration.

               (iii)  All  expenses  (other  than  underwriting   discounts  and
commissions  and stock transfer  taxes and fees)  incurred in connection  with a
registration   pursuant  to  Sections  2(f)   including,   without   limitation,
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for GDHC shall be borne by GDHC.

               (iv) If a  registration  of which  GDHC gives  notice  under this
Section  2(f) is for an  underwritten  offering,  then GDHC  shall so advise the
Original  Holders.  In such event,  the right of any Original  Holder to include
such Original Holder's shares of GDHC Common Stock in such registration shall be
conditioned upon such Original  Holder's  participation in such underwriting and
the  inclusion  of such  Original  Holder's  shares of GDHC Common  Stock in the
underwriting to the extent provided herein.  All Original  Holders  proposing to
distribute  their shares of GDHC Common Stock  through such  underwriting  shall
enter  into an  underwriting  agreement  in  customary  form  with the  managing
underwriters selected for such underwriting. Notwithstanding any other provision
of this  Agreement,  if the  managing  underwriters  advise GDHC that  marketing
factors  require a limitation of the number of shares of GDHC Common Stock to be
underwritten or exclusion of the shares of GDHC Common Stock,  then the managing
underwriters  may exclude the shares of GDHC Common Stock from the  registration
and the  underwriting.  If any Original  Holder  disapproves of the terms of any
such  underwriting,  such  Original  Holder may elect to withdraw  therefrom  by

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written notice to GDHC and the managing underwriters.  Any shares of GDHC Common
Stock  excluded  or  withdrawn  from such  underwriting  shall be  excluded  and
withdrawn from the registration.

         (h) The covenants  contained in (i) above shall survive the closing and
shall be enforceable whether or not contained in a separate agreement.

SECTION 3. CLOSING.

         (a) CLOSING  DATE.  On the terms and subject to the  conditions of this
Agreement,  the closing of the Merger (the "CLOSING") shall be effective as soon
as all of the conditions  hereof are met and any document  deliveries take place
at the offices of GDHC, on June 15, 2014, at 10:00 a.m. MST, or such other time,
date or place as GDHC and CPHR may otherwise agree (the "Closing Date").

         (b) DOCUMENTS TO BE DELIVERED BY GDHC.  On or before the Closing,  GDHC
will deliver or cause to be delivered to CPHR:

               (i) all consents or approvals required to be obtained by GDHC for
the purposes of completing the Merger;

               (ii) a certified  copy of a resolution  of the  directors of GDHC
dated as of the Closing Date  appointing two specified new Directorsto the board
of directors of GDHC;

               (iii)  certified  copies of such  resolutions of the directors of
GDHC as are  required to be passed to  authorize  the  execution,  delivery  and
implementation of this Agreement;

SECTION 4. DIRECTORS AND OFFICERS OF GDHC.  Effective as of the Closing, (a) the
current  directors of GDHC shall appoint as designees of CPHR, and if necessary,
shall  increase the size of the board of  directors  of GDHC and appoint  CPHR's
designees,  Gary  Cohen  and James  Smeeding  as  directors  of GDHC and (b) the
current  officers of GDHC shall remain in their current  officer  positions with
GDHC,  except Gerry Crocker shall be the Chief Executive Officer and Gary Herick
shall be Chairman of the Board of GDHC after the Closing Date.

SECTION 5. CPHR'S  REPRESENTATIONS AND WARRANTIES.  CPHR represents and warrants
to GDHC that the statements contained in this Section are true and correct as of
the  Effective  Date and will be true and correct as of the Closing Date, as set
forth herein and in the disclosure schedule delivered by CPHR to GDHC (the "CPHR
SCHEDULE"),  arranged  in  sections  corresponding  to the  paragraphs  in  this
Section;  the  disclosure  in  any  section  or  paragraph  will  qualify  other
paragraphs in this Section to the extent that it is  reasonably  apparent from a
reading  of the  disclosure  that it also  qualifies  or  applies  to such other
paragraphs.

         (a)  ORGANIZATION.  CPHR is a corporation  validly existing and in good
standing under the laws of the State of Colorado and has all requisite power and
authority and possesses all necessary  governmental  approvals necessary to own,
lease  and  operate  its  properties,  to carry  on its  business  as now  being
conducted, to execute and deliver this Agreement and the agreements contemplated
herein, and to consummate the transactions contemplated hereby and thereby. CPHR
is duly qualified to do business and is in good standing in all jurisdictions in
which its ownership of property or the  character of its business  requires such
qualification,  except where the failure to be so qualified would not reasonably
be expected to have an Adverse  Effect.  Certified  copies of the Certificate of

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Incorporation  of CPHR,  as amended to date,  each as currently in effect,  have
been made  available to GDHC, are complete and correct,  and no amendments  have
been made thereto or have been authorized since the date thereof. CPHR is not in
violation  of any of the  provisions  of its  Certificate  of  Incorporation  or
Bylaws.

         (b) CAPITALIZATION.

               (i) CPHR's authorized capital ownership interests consists solely
of 100,000,000 CPHR common Shares, as of date hereof.

               (ii) There are 12,000,000  CPHR Shares  outstanding  and no other
authorized or issued CPHR Shares or other measure of capital  ownership of CPHR.
There are no agreements, arrangements or understandings to which CPHR is a party
(written  or oral) to issue any other CPHR  Shares or other  measures of capital
ownership  of CPHR.  All of the  outstanding  CPHR  Shares were duly and validly
issued and fully paid, are  non-assessable  and free of preemptive  rights,  and
were issued in compliance with all applicable state and federal securities laws.

               (iii)  Except  as  provided  in the CPHR  Schedule,  there are no
outstanding  (A) options,  warrants,  or other rights to purchase  from CPHR any
CPHR Shares or other measures of capital  ownership of CPHR; (B) debt securities
or  instruments  convertible  into or  exchangeable  for  CPHR  Shares  or other
measures of capital  ownership of CPHR; or (C)  commitments  of any kind for the
issuance of additional CPHR Shares or options,  warrants or other  securities of
CPHR.

               (iv) There are no options or other  rights to acquire such Shares
or other  measures of capital  ownership and there are no  preemptive  rights or
agreements,  arrangements  or  understandings  to issue  preemptive  rights with
respect to the issuance or sale of any CPHR Shares or other  measures of capital
ownership  of CPHR  created by statute,  the  Certificate  of  Incorporation  or
Bylaws,  or any  agreement or other  arrangement  to which CPHR is a party or to
which it is bound and there are no agreements, arrangements or understandings to
which CPHR is a party  (written or oral) pursuant to which CPHR has the right to
elect to satisfy any  liability by issuing any CPHR Shares or other  measures of
capital ownership of CPHR.

               (v) Other than the Bylaws,  CPHR is not a party or subject to any
agreement or  understanding,  and, to CPHR's  knowledge,  there is no agreement,
arrangement  or  understanding  between  or among  any  persons  which  affects,
restricts  or  relates to voting,  giving of  written  consents,  distributions,
allocation of profits and losses, or transferability of Shares or other measures
of capital ownership of CPHR, including any voting trust agreement or proxy.

         (c) NO  SUBSIDIARIES.  CPHR  does  not own any  capital  stock or other
equity interest in any corporation, partnership, joint venture, or other entity.

         (d)  AUTHORIZATION.  CPHR has all  requisite  power  and  authority  to
execute and deliver this Agreement, to perform its obligations hereunder, and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this  Agreement  by CPHR  and  the  consummation  by  CPHR  of the  transactions
contemplated  hereby  have been duly and  validly  authorized  by all  necessary
corporate and/or stockholder  action by CPHR and no other corporate  proceedings
on the part of CPHR and no other  stockholder  vote or consent is  necessary  to
authorize this Agreement or to consummate the transactions  contemplated hereby.

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This  Agreement has been duly and validly  executed and delivered by CPHR.  This
Agreement and all other  agreements and obligations  entered into and undertaken
in connection with the transactions contemplated hereby to which CPHR is a party
constitute  the valid  and  legally  binding  obligations  of CPHR,  enforceable
against CPHR in accordance with their respective terms, except as may be limited
by principles of equity or applicable  bankruptcy,  reorganization,  insolvency,
moratorium, fraudulent conveyance or other similar laws relating to or affecting
the rights and  remedies of creditors  generally.  The  execution,  delivery and
performance by CPHR of this  Agreement and the  agreements  provided for herein,
and the  consummation  by  CPHR  of the  transactions  contemplated  hereby  and
thereby,  will not,  with or without the giving of notice or the passage of time
or both, violate the provisions of the Certificate of Incorporation or Bylaws of
CPHR,  or (i)  violate  any  judgment,  decree,  order or  award  of any  court,
governmental  body or arbitrator;  (ii) conflict with or result in the breach or
termination of any term or provision of, or constitute a default under, or cause
any acceleration under, or cause the creation of any lien, charge or encumbrance
upon the properties or assets of CPHR pursuant to, any indenture, mortgage, deed
of trust or other  instrument  or agreement to which CPHR is a party or by which
CPHR or any of its properties is or may be bound; or (iii) to CPHR's  knowledge,
violate the provisions of any law, rule or regulation applicable to CPHR, except
where such violation would not reasonably be expected to have an Adverse Effect.

         (e) NO CONFLICT.  The execution and delivery of this  Agreement by CPHR
does not require any consent or approval under,  result in any breach of, result
in any loss of any benefit  under,  or constitute a change of control or default
(or an event which with notice or lapse of time or both would  become a default)
under; give to others any right of termination, vesting, amendment, acceleration
or cancellation  of; or result in the creation of any lien or encumbrance on any
property or asset of CPHR  pursuant to; any material  agreement of CPHR or other
instrument or obligation of CPHR.

         (f)  LITIGATION.  There is no  action,  suit,  legal or  administrative
proceeding or investigation pending or, to CPHR's knowledge,  threatened against
or  involving  CPHR  (either as a plaintiff  or  defendant)  before any court or
governmental agency, authority, body or arbitrator. There is not in existence on
the date hereof any order,  judgment or decree of any court,  tribunal or agency
to CPHR's  knowledge  enjoining or requiring CPHR to take any action of any kind
with respect to its business, assets or properties.

         (g) INSURANCE. The CPHR Schedule contains a listing of all current CPHR
insurance policies.  To CPHR's knowledge,  all current insurance policies are in
full  force  and  effect,  are in  amounts  of a nature  that are  adequate  and
customary  for CPHR's  business,  and to CPHR's  knowledge  are  sufficient  for
compliance with all legal  requirements and agreements to which it is a party or
by which it is bound. All premiums due on current policies or renewals have been
paid, and there is no material default under any of the policies.

         (h) PERSONAL PROPERTY. CPHR has good and marketable title to all of its
tangible  personal property free and clear of all liens,  leases,  encumbrances,
claims  under  bailment  and storage  agreements,  equities,  conditional  sales
contracts, security interests,  charges, and restrictions,  except for liens, if
any, for personal  property  taxes not due. Such property is used by CPHR in the
ordinary  course of its  business and is  sufficient  for  continued  conduct of
CPHR's  business  after the  Closing  Date in  substantially  the same manner as
conducted  prior  to the  Closing  Date.  Such  property  is in  good  operating
condition and repair, normal wear and tear excepted,  and normal maintenance has
been performed.

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         (i) INTANGIBLE PROPERTY. CPHR owns, or possesses,  adequate licenses or
other valid rights to use all existing United States and foreign patents,  trade
names,  service marks,  copyrights,  trade secrets,  and  applications  therefor
listed in the CPHR  Schedule,  which are  material to its  business as currently
conducted (the "CPHR INTELLECTUAL PROPERTY RIGHTS"), except where the failure to
have such CPHR Intellectual  Property Rights would not reasonably be expected to
have an Adverse Effect. CPHR has the right and authority to use, and to continue
to use such CPHR  Intellectual  Property  Rights  after the Closing  Date,  such
property in connection with the conduct of its business in the manner  presently
conducted, and to its knowledge such use or continuing use does not and will not
materially  infringe upon or violate any rights of any other person,  subject to
the outcome of the CPHR Litigation.

         (j) REAL PROPERTY.  Except as specified on the CPHR  Schedule,  CPHR is
not a party to any material lease  agreements and does not have any interests in
any parcel of real property, improved or otherwise.

         (k) TAX MATTERS.  Within the times and in the manner prescribed by law,
CPHR has filed, or will have filed, all federal, state and local tax returns and
all tax returns for other  governing  bodies having  jurisdiction  to levy taxes
upon it that are  required  to be  filed.  CPHR has  paid all  taxes,  interest,
penalties,  assessments and deficiencies that have become due, including without
limitation income,  franchise,  real estate, and sales and withholding taxes. No
examinations of the federal, state or local tax returns of CPHR are currently in
progress  or  threatened  and no  deficiencies  have been  asserted or to CPHR's
knowledge assessed against CPHR as a result of any audit by the Internal Revenue
Service or any state or local taxing  authority and no such  deficiency has been
proposed or threatened.

         (l) BOOKS AND RECORDS. The general ledger and books of account of CPHR,
all  minute  books of CPHR,  all  federal,  state and local  income,  franchise,
property  and  other  tax  returns  filed by CPHR,  all of which  have been made
available to GDHC,  are in all material  respects  complete and correct and have
been maintained in accordance with good business practice and in accordance with
all  applicable  procedures  required by laws and  regulations,  except as would
reasonably be expected to have an Adverse Effect.

         (m) CONTRACTS  AND  COMMITMENTS.  The CPHR Schedule  lists all material
contracts  and  agreements  to which CPHR is a party,  whether  written or oral,
other  than  those  between  CPHR and GDHC.  Each such  contract  is a valid and
binding  agreement  of CPHR,  enforceable  against CPHR in  accordance  with its
terms,  is in full force and effect and  represents  the  material  terms of the
agreement between the respective parties.  CPHR has materially complied with all
obligations  required  pursuant to such contracts to have been performed by CPHR
on its part and neither CPHR nor, to CPHR's  knowledge,  any other party to such
contract  is in breach of or  default  in any  material  respect  under any such
contract.

         (n) COMPLIANCE WITH LAWS. CPHR has all requisite licenses,  permits and
certificates,  including environmental, health and safety permits, from federal,
state and local  authorities  necessary  to conduct its  business  as  currently
conducted and own and operate its assets,  except where the failure to have such
permits would not  reasonably be expected to have an Adverse  Effect.  To CPHR's
knowledge,  CPHR  is not in  violation  of any  federal,  state  or  local  law,
regulation or ordinance  (including,  without limitation,  laws,  regulations or

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ordinances relating to building,  zoning,  environmental,  disposal of hazardous
waste, land use or similar matters) relating to its business or its properties.

         (o) EMPLOYEE  BENEFIT PLANS.  Except as specified on the CPHR Schedule,
CPHR has no (A) employee  benefit plans as defined in ERISA  Section  3(3),  (B)
bonus,  stock  option,  stock  purchase,   incentive,   deferred   compensation,
supplemental  retirement,  severance or other similar employee benefit plans, or
(C) material unexpired severance  agreements with any current or former employee
of GDHC.

         (p) INDEBTEDNESS TO AND FROM AFFILIATES. CPHR is not indebted, directly
or to CPHR's knowledge indirectly,  to any officer,  director or 10% stockholder
of CPHR  in any  amount  other  than  for  salaries  for  services  rendered  or
reimbursable  business  expenses,  and no such person is indebted to CPHR except
for advances  made to  employees  of CPHR in the ordinary  course of business to
meet reimbursable business expenses.

         (q) REGULATORY APPROVALS.  All consents,  approvals,  authorizations or
other  requirements  prescribed  by any law,  rule or  regulation  that  must be
obtained or  satisfied  by CPHR and that are  necessary  for the  execution  and
delivery by CPHR of this Agreement or any documents to be executed and delivered
by CPHR in connection therewith have been, or prior to the Closing Date will be,
obtained and satisfied.

         (r) NO  BROKERS.  No broker or finder has acted for CPHR in  connection
with this Agreement or the transactions  contemplated  hereby,  and no broker or
finder is entitled to any  brokerage  or finder's  fee or other  commissions  in
respect  of  such   transactions   based  upon  agreements,   arrangements,   or
understandings made by or on behalf of CPHR.

         (s)  DISCLOSURE.  The  information  concerning  CPHR set  forth in this
Agreement,  the exhibits and schedules  hereto,  and any document,  statement or
certificate  furnished or to be furnished in  connection  herewith  does not and
will not  contain  any untrue  statement  of a material  fact or omit to state a
material  fact  required to be stated herein or therein or necessary to make the
statements and facts contained herein or therein,  in light of the circumstances
in which they are made, not false or misleading.

         (t) TAX  TREATMENT.  Neither CPHR nor, to the knowledge of CPHR, any of
its  Affiliates has taken or agreed to take action that would prevent the Merger
from  constituting a  reorganization  qualifying under the provisions of Section
368 of the Tax Code.

         (u)  ABSENCE  OF  LIABILITIES.  Except as set  forth on CPHR's  audited
balance  sheet  CPHR  does not have any  liability  or  obligation,  secured  or
unsecured, whether accrued, absolute, contingent,  unasserted or otherwise, that
exceeds an aggregate of $1,000.

SECTION 6. GDHC'S,  ACQUISITION SUB'S  REPRESENTATIONS  AND WARRANTIES.  Each of
GDHC,  and  Acquisition  Sub  represents  and warrants to CPHR and the surviving
corporation  that the statements  contained in this Section are true and correct
as of the Effective Date and will be true and correct as of the Closing Date, as
set forth herein and in the disclosure  schedule delivered by GDHC,  Acquisition
Sub to CPHR (the "GDHC  SCHEDULE"),  arranged in sections  corresponding  to the
paragraphs in this Section to the extent that it is  reasonably  apparent from a
reading  of the  disclosure  that it also  qualifies  or  applies  to such other
paragraphs.

                                      -8-
<PAGE>

         (a) ORGANIZATION.

               (ii) GDHC is a corporation  validly existing and in good standing
under  the  laws of the  State  of  Delaware  and has all  requisite  power  and
authority and possesses all necessary  governmental  approvals necessary to own,
lease  and  operate  its  properties,  to carry  on its  business  as now  being
conducted, to execute and deliver this Agreement and the agreements contemplated
herein, and to consummate the transactions contemplated hereby and thereby. GDHC
is duly qualified to do business and is in good standing in all jurisdictions in
which its ownership of property or the  character of its business  requires such
qualification,  except where the failure to be so qualified would not reasonably
be  expected  to have an Adverse  Effect.  Certified  copies of its  Articles of
Incorporation  and Bylaws, as amended to date, have been made available to CPHR,
are complete and correct,  and no amendments have been made thereto or have been
authorized  since  the  date  thereof.  GDHC is not in  violation  of any of the
provisions of its Articles of Incorporation or Bylaws.

               (iii)  Acquisition Sub is a corporation  validly  existing and in
good  standing  under the laws of the State of  Delaware  and has all  requisite
power and authority and possesses all necessary governmental approvals necessary
to own, lease and operate its properties,  to carry on its business as now being
conducted, to execute and deliver this Agreement and the agreements contemplated
herein,  and to consummate  the  transactions  contemplated  hereby and thereby.
Certified copies of its Certificate of  Incorporation  and Bylaws have been made
available to CPHR,  are complete and correct,  and no amendments  have been made
thereto or have been authorized  since the date thereof.  Acquisition Sub is not
in violation of any of the  provisions of its  Certificate of  Incorporation  or
Bylaws.

         (b) CAPITALIZATION.

               (i) GDHC's  authorized  capital  stock  consists  of  100,000,000
shares of common stock,  par value $0.001 per share,  and  10,000,000  shares of
preferred stock, par value $0.001 per share.

               (ii)  There are  11,384,407  shares of common  stock  issued  and
outstanding of GDHC, and no preferred  stock is issued and  outstanding,  and no
shares  of common  stock of GDHC are held in the  treasury  of GDHC.  All of the
issued  and  outstanding  shares of common  stock of GDHC were duly and  validly
issued and fully paid, are  non-assessable  and free of preemptive  rights,  and
were issued in compliance with all applicable state and federal securities laws.

               (iii)  Except  as  provided  in the GDHC  Schedule,  there are no
outstanding  (A) options,  warrants,  or other rights to purchase  from GDHC any
capital stock of GDHC or  Acquisition  Sub; (B) debt  securities or  instruments
convertible into or exchangeable for shares of such stock; or (C) commitments of
any kind for the  issuance  of  additional  shares of capital  stock or options,
warrants or other securities of GDHC or Acquisition Sub.

               (iv)  GDHC  owns  all  of  the   outstanding   capital  stock  of
Acquisition Sub, free and clear of all liens or other encumbrances.

                                      -9-
<PAGE>

         (c) NO SUBSIDIARIES.  Except for Acquisition Sub and as provided in the
GDHC Schedule,  GDHC does not own any capital stock or other equity  interest in
any corporation, partnership, joint venture or other entity.

         (d)  AUTHORIZATION.  Each of GDHC and Acquisition Sub has all requisite
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
The execution and delivery of this Agreement by GDHC and Acquisition Sub and the
consummation by GDHC and Acquisition Sub of the transactions contemplated hereby
have been duly and validly authorized by all necessary  corporate action by GDHC
or Acquisition Sub, respectively, and no other corporate proceedings on the part
of GDHC or Acquisition Sub, respectively,  and no stockholder vote or consent is
necessary  to  authorize  this  Agreement  or  to  consummate  the  transactions
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered by GDHC and Acquisition  Sub. This Agreement and all other  agreements
and obligations  entered into and undertaken in connection with the transactions
contemplated  hereby to which GDHC or Acquisition Sub is a party  constitute the
valid and legally binding obligations of GDHC and Acquisition Sub, respectively,
enforceable against GDHC and Acquisition Sub,  respectively,  in accordance with
their  terms,  except as may be limited by  principles  of equity or  applicable
bankruptcy,  reorganization,  insolvency,  moratorium,  fraudulent conveyance or
other similar laws relating to or affecting the rights and remedies of creditors
generally.  The execution,  delivery and performance by GDHC and Acquisition Sub
of this Agreement and the agreements  provided for herein,  and the consummation
by GDHC and Acquisition Sub of the transactions contemplated hereby and thereby,
will not,  with or without  the giving of notice or the passage of time or both,
violate the provisions of the Articles of  Incorporation  or Bylaws of GDHC, the
Certificate of  Incorporation  or Bylaws of Acquisition  Sub, or (i) violate any
judgment,  decree, order or award of any court, governmental body or arbitrator;
(ii)  conflict  with or  result  in the  breach  or  termination  of any term or
provision of, or constitute a default under, or cause any acceleration under, or
cause the creation of any lien,  charge or  encumbrance  upon the  properties or
assets of GDHC or Acquisition Sub pursuant to, any indenture,  mortgage, deed of
trust or other  instrument  or agreement to which GDHC or  Acquisition  Sub is a
party or by which GDHC Acquisition Sub or any of their respective  properties is
or may be bound; or (iii) to GDHC's or Acquisition Sub's knowledge,  violate the
provisions of any law, rule or regulation applicable to GDHC or Acquisition Sub,
except where such violation  would not reasonably be expected to have an Adverse
Effect.

         (e) NO CONFLICT.  The execution and delivery of this  Agreement by GDHC
or Acquisition Sub does not require any consent or approval under, result in any
breach of, any loss of any benefit  under or  constitute  a change of control or
default (or an event  which with notice or lapse of time or both would  become a
default) under, or give to others any right of termination,  vesting, amendment,
acceleration  or  cancellation  of,  or result  in the  creation  of any lien or
encumbrance on any property or asset of GDHC or Acquisition  Sub pursuant to any
material  agreement of GDHC or Acquisition Sub or other instrument or obligation
of GDHC or Acquisition Sub .

         (f) ABSENCE OF LIABILITIES. Except as set forth on GDHC's balance sheet
dated March 31, 2014, as set forth in GDHC's  Quarterly  Report on Form 10-Q for
the period ended March 31, 2014,  as filed with the SEC,  GDHC does not have any

                                      -10-
<PAGE>

liability  or  obligation,  secured or  unsecured,  whether  accrued,  absolute,
contingent,  unasserted  or  otherwise,  that  exceeds an  aggregate  of $1,000.
Acquisition Sub has no liabilities or obligations.

         (g) LITIGATION.  Except as specified in the GDHC Schedule,  there is no
action, suit, legal or administrative proceeding or investigation pending or, to
GDHC's  knowledge,  threatened  against or  involving  GDHC or  Acquisition  Sub
(either as a plaintiff or defendant)  before any court or  governmental  agency,
authority, body or arbitrator.  There is not in existence on the date hereof any
order,  judgment or decree of any court,  tribunal or agency to GDHC's knowledge
enjoining or requiring  GDHC or  Acquisition  Sub to take any action of any kind
with respect to its business, assets or properties.

         (h) TAX MATTERS.  Except as specified  in the GDHC  Schedule,  GDHC has
filed all  federal,  state and local tax  returns  and all tax returns for other
governing bodies having jurisdiction to levy taxes upon it which are required to
be  filed.  GDHC has paid  all  taxes,  interest,  penalties,  assessments,  and
deficiencies  which  have  become  due,  including  without  limitation  income,
franchise,  real estate, and sales and withholding taxes. No examinations of the
federal,  state or local tax  returns  of GDHC are  currently  in  progress  nor
threatened and no deficiencies  have been asserted or to its knowledge  assessed
against  GDHC as a result of any audit by the  Internal  Revenue  Service or any
state or local taxing  authority  and no such  deficiency  has been  proposed or
threatened.

         (i) BOOKS AND RECORDS. The general ledger and books of account of GDHC,
all  minute  books of GDHC,  all  federal,  state and local  income,  franchise,
property and other tax returns  filed by GDHC,  all reports and filings with the
SEC by GDHC,  all of which have been made available to CPHR, are in all material
respects  complete and correct and have been  maintained in accordance with good
business practice and in accordance with all applicable  procedures  required by
laws and regulations.

         (j) CONTRACTS AND COMMITMENTS. There are no material contracts to which
GDHC is a party other than those specified in its filings with the SEC.  Neither
Acquisition Sub n is a party to any contract.

         (k) COMPLIANCE WITH LAWS. GDHC has all requisite licenses,  permits and
certificates,  including environmental, health and safety permits, from federal,
state and local  authorities  necessary  to conduct its  business  as  currently
conducted and own and operate its assets,  except where the failure to have such
permits would not reasonably be expected to have an Adverse Effect.  GDHC is not
in  violation  of any  federal,  state or local  law,  regulation  or  ordinance
(including,  without  limitation,  laws,  regulations or ordinances  relating to
building,  zoning,  environmental,  disposal  of  hazardous  waste,  land use or
similar matters) relating to its business or its properties.

         (l) EMPLOYEE BENEFIT PLANS. Except as disclosed in its filings with the
SEC,  GDHC has no (A) employee  benefit  plans as defined in ERISA Section 3(3),
(B) bonus,  stock option,  stock  purchase,  incentive,  deferred  compensation,
supplemental  retirement,  severance or other similar employee benefit plans, or
(C) material unexpired severance  agreements with any current or former employee
of GDHC. With respect to such plans, individually and in the aggregate, no event
has  occurred  and, to GDHC's  knowledge,  there  exists no  condition or set of
circumstances  in  connection  with which GDHC could be subject to any liability
that is reasonably likely to have an Adverse Effect under ERISA, the Tax Code or
any other applicable law.

                                      -11-
<PAGE>

         (m) INDEBTEDNESS TO AND FROM  AFFILIATES.  As of the Closing Date, GDHC
is not  indebted,  directly  or to its  knowledge  indirectly,  to any  officer,
director  or 10%  stockholder  of GDHC in any  amount,  and no  such  person  is
indebted to GDHC except for  advances  made to employees of GDHC in the ordinary
course of business to meet reimbursable business expenses.

         (n) REGULATORY APPROVALS.  All consents,  approvals,  authorizations or
other  requirements  prescribed  by any law,  rule or  regulation  that  must be
obtained or satisfied by GDHC or Acquisition  Sub and that are necessary for the
execution  and  delivery by GDHC or  Acquisition  Sub of this  Agreement  or any
documents to be executed and delivered by GDHC or Acquisition  Sub in connection
therewith have been obtained and satisfied.

         (o) NO BROKERS.  No broker or finder has acted for GDHC or  Acquisition
Sub in connection with this Agreement or the transactions  contemplated  hereby,
and no broker or finder is entitled to any  brokerage  or finder's  fee or other
commissions in respect of such transactions based upon agreements,  arrangements
or understandings made by or on behalf of GDHC or Acquisition Sub.

         (p) DISCLOSURE.  The information concerning each of GDHC or Acquisition
Sub set forth in its reports  and  filings  with the SEC,  this  Agreement,  the
exhibits and  schedules  hereto,  and any  document,  statement  or  certificate
furnished or to be furnished in connection herewith (as applicable) does not and
will not  contain  any untrue  statement  of a material  fact or omit to state a
material  fact  required to be stated herein or therein or necessary to make the
statements and facts contained herein or therein,  in light of the circumstances
in which they are made, not false or misleading.

         (q) SEC FILINGS.

               (i) Except as disclosed on the GDHC Schedule,  GDHC has filed all
forms,  reports and  documents  required to be filed with the SEC since it first
became a public  reporting  company.  At the time  filed  or,  with  respect  to
registration  statements  filed with the SEC under the Securities Act, as of the
effective date thereof,  all such filings (A) complied in all material  respects
with the applicable  requirements of the Securities Act and the Exchange Act, as
the case may be,  and (B) did not at the time they were  filed (or if amended or
superseded by a filing prior to the date of this Agreement,  then on the date of
such filing) contain any untrue  statement of a material fact or omit to state a
material  fact  required to be stated in such  filings or  necessary in order to
make the  statements in such filings,  in the light of the  circumstances  under
which they were made, not misleading.

               (ii) Each of the financial statements  (including,  in each case,
any related  notes)  contained in GDHC's SEC filings  complied as to form in all
material  respects  with the  applicable  rules  and  regulations  with  respect
thereto,  was prepared in  accordance  with GAAP  applied on a consistent  basis
throughout the periods involved (except as may be indicated in the notes to such
financial  statements or, in the case of unaudited  statements,  as permitted by
Form 10-Q of the SEC) and fairly presented the financial  position of GDHC as of
the dates and the  results  of its  operations  and cash  flows for the  periods
indicated,  except that the unaudited interim  financial  statements were or are
subject to normal and recurring  year-end  adjustments which were not or are not
expected to be material in amount.

                                      -12-
<PAGE>

         (r) TAX  TREATMENT.  Neither GDHC nor, to the Knowledge of GDHC, any of
its  Affiliates has taken or agreed to take action that would prevent the Merger
from  constituting a  reorganization  qualifying under the provisions of Section
368 of the Tax Code.

         (s) CERTIFICATES.  The certificates  representing the shares of GDHC to
be  delivered  pursuant  to  this  Agreement  are  subject  to  certain  trading
restrictions  imposed by the Securities Act and applicable  state  securities or
"blue sky" laws.

         (t)  INVESTMENT  COMPANY.  GDHC is not, and is not an Affiliate of, and
immediately  following the Closing will not have become, an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

SECTION 7. COVENANTS OF GDHC.

         (a)  CONDUCT  OF  BUSINESS  OF GDHC.  Except  as  contemplated  by this
Agreement,  during the period from the date hereof to the Effective  Time,  GDHC
will conduct its operations in the ordinary  course of business  consistent with
past practice and, to the extent  consistent  therewith,  with no less diligence
and  effort  than would be applied  in the  absence of this  Agreement,  seek to
preserve intact its current business organization. Except as otherwise expressly
provided in this  Agreement  or in the GDHC  Disclosure  Schedule,  prior to the
Effective Time, GDHC shall not, without the prior written consent of CPHR:

               (i) amend  its  Articles  of  Incorporation  or Bylaws  (or other
similar governing instrument);

               (ii)  authorize for issuance,  issue,  sell,  deliver or agree or
commit to issue,  sell or deliver  (whether  through the issuance or granting of
options, warrants, commitments,  subscriptions, rights to purchase or otherwise)
any stock of any class or any other  securities  (except  bank  loans) or equity
equivalents  (including,   without  limitation,   any  stock  options  or  stock
appreciation rights;

               (iii)  split,  combine or  reclassify  any shares of its  capital
stock,  declare, set aside or pay any dividend or other distribution (whether in
cash,  stock or property or any  combination  thereof) in respect of its capital
stock, make any other actual,  constructive or deemed distribution in respect of
its  capital  stock or  otherwise  make any  payments to  stockholders  in their
capacity as such, or redeem or otherwise acquire any of its securities;

               (iv)  adopt  a  plan  of   complete   or   partial   liquidation,
dissolution,  merger,  consolidation,  restructuring,  recapitalization or other
reorganization of GDHC (other than the Merger);

               (v) (i) incur or assume any long-term or short-term debt or issue
any debt securities; (ii) assume, guarantee,  endorse or otherwise become liable
or responsible (whether directly, contingently or otherwise) for the obligations
of any other person; (iii) make any loans, advances or capital contributions to,
or investments in, any other person; (iv) pledge or otherwise encumber shares of
capital stock of GDHC; or (v) mortgage or pledge any of its material assets,  or
create or suffer to exist any material lien thereupon  (other than tax Liens for
taxes not yet due);

                                      -13-
<PAGE>

               (vi) except as  contemplated in this Agreement and Asset Purchase
Agreement,  acquire,  sell,  lease  or  dispose  of any  assets  in  any  single
transaction or series of related transactions (other than in the ordinary course
of business);

               (vii) except as may be required as a result of a change in law or
in  generally  accepted  accounting  principles,  change  any of the  accounting
principles or practices used by it;

               (viii) (i) acquire (by merger,  consolidation,  or acquisition of
stock or assets) any corporation,  partnership or other business organization or
division thereof or any equity interest therein; (ii) enter into any contract or
agreement  other than in the ordinary  course of business  consistent  with past
practice;  (iii) authorize any new capital  expenditure or  expenditures  which,
individually  is in  excess of $1,000  or,  in the  aggregate,  are in excess of
$5,000;

               (ix) make any tax election or settle or compromise any income tax
liability material to GDHC;

               (x) settle or compromise any pending or threatened  suit,  action
or claim which (i) relates to the transactions  contemplated  hereby or (ii) the
settlement or compromise of which could have an Adverse Effect on GDHC; or

               (xi) take,  or agree in writing or otherwise to take,  any of the
actions  described  in SECTIONS  7(A)(I)  THROUGH (XI) or any action which would
make any of the  representations  or warranties  of contained in this  Agreement
untrue or incorrect.

SECTION 8. COVENANTS OF CPHR.

         (a)  CONDUCT  OF  BUSINESS  OF CPHR.  Except  as  contemplated  by this
Agreement,  including as described in the CPHR Disclosure  Schedule,  during the
period  from the date  hereof  to the  Effective  Time,  CPHR will  conduct  its
operations in the ordinary course of business consistent with past practice and,
to the extent consistent therewith, with no less diligence and effort than would
be applied in the absence of this Agreement, seek to preserve intact its current
business  organization,  and keep available the service of its current  officers
and  employees.  Without  limiting the  generality of the  foregoing,  except as
otherwise  expressly  provided in this  Agreement  or as  described  in the CPHR
Disclosure  Schedule,  prior to the Effective Time, CPHR shall not,  without the
prior written consent of GDHC:

               (i) adopt a plan of complete or partial liquidation, dissolution,
merger consolidation, restructuring, recapitalization or other reorganization of
CPHR (other than the Merger);

               (ii) (i) incur or assume  any  long-term  or  short-term  debt or
issue any debt securities;  (ii) assume, guarantee,  endorse or otherwise become
liable or  responsible  (whether  directly,  contingently  or otherwise) for the
obligations  of any other  person;  (iii)  make any loans,  advances  or capital
contributions to, or investments in, any other person;  (iv) pledge or otherwise
encumber  shares of capital  stock of CPHR; or (v) mortgage or pledge any of its
material assets, or create or suffer to exist any material lien thereupon (other
than tax Liens for taxes not yet due); or

                                      -14-
<PAGE>

               (iii) take, or agree in writing or otherwise to take,  any action
which would make any of the  representations or warranties of the CPHR contained
in this Agreement untrue or incorrect.

SECTION 9. OTHER COVENANTS AND AGREEMENTS OF THE PARTIES.

         (a) ACQUISITION SUB MEETING OF STOCKHOLDERS. Acquisition Sub shall take
all action  necessary,  in accordance  with the General  Corporation  Law of the
State of Delaware,  and its  Certificate of  Incorporation  and Bylaws,  to duly
call, give notice of, convene and hold a meeting of its stockholders as promptly
as  practicable,  to consider  and vote upon the  adoption  and approval of this
Agreement and the transactions contemplated hereby.

         (b) CPHR MEETING OF SHAREHOLDERS. CPHR shall take all action necessary,
in accordance with the General Corporation Law of the State of Colorado, and its
Certificate of Incorporation  and Bylaws,  to obtain written consent of at least
80% of its  shareholders,  in lieu  of a  shareholder  meeting  to  approve  the
adoption  and  approval  of this  Agreement  and the  transactions  contemplated
hereby.

         (c) GDHC  COMMON  STOCK.  At the  Effective  Time,  GDHC shall not have
issued and outstanding more than 11,384,407 shares of GDHC Common Stock.

         (d) CPHR OWNERSHIP OF GDHC: As of the effective date of the Merger, the
10,421,120  shares of common stock of GDHC,  owned by CPHR, shall be surrendered
and deemed retired to treasury of GDHC.

         (e) ACCESS TO INFORMATION.

         Between the date hereof and the Effective Time, GDHC will give CPHR and
its authorized  representatives  reasonable  access to its facilities and to all
books and records of itself,  will permit CPHR to make such  inspections as CPHR
may  reasonably  require and will cause its  officers to furnish  CPHR with such
financial and operating data and other  information with respect to the business
and properties of itself as CPHR may from time to time reasonably request.  Each
of the Parties hereto will hold and will cause its  consultants  and advisers to
hold in confidence all documents and  information  furnished to it in connection
with the transactions contemplated by this Agreement.

         (f) ADDITIONAL AGREEMENTS, REASONABLE EFFORTS. Subject to the terms and
conditions  herein  provided,  each  of the  Parties  hereto  agrees  to use all
reasonable  efforts to take,  or cause to be taken,  all  action,  and to do, or
cause to be done, all things  reasonably  necessary,  proper or advisable  under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions contemplated by this Agreement,  including, without limitation, (i)
cooperating  in the  preparation  of a Form  8-K to be  filed  with  the  SEC in
connection with this Agreement, (ii) obtaining consents of all third parties and
governmental entities necessary, proper or advisable for the consummation of the
transactions  contemplated  by this  Agreement;  and (iii) the  execution of any
additional  instruments  necessary to consummate the  transactions  contemplated
hereby.

         (g) PRESS  RELEASES.  CPHR and GDHC will consult with each other before
issuing, and will provide each other the opportunity to review and comment upon,
any press release or other public  statements  with respect to the  transactions
contemplated  by this  Agreement  and shall not issue any such press  release or
make any such  public  statement  prior to such  consultation,  except as may be
required by applicable law or court process.  The Parties agree that the initial

                                      -15-
<PAGE>

press  release  or  releases  to be  issued  with  respect  to the  transactions
contemplated  by this  Agreement  shall be  mutually  agreed  upon  prior to the
issuance thereof.

         (h) OTHER  FILINGS.  At all times from and after the date hereto  until
the Effective Time, GDHC covenants and agrees to make all filings it is required
to make pursuant to the Exchange Act on a timely basis.

SECTION 10. CPHR'S  CONDITIONS TO THE MERGER.  The  obligation of CPHR to effect
the Merger shall be subject to the  fulfillment  at or prior to the Closing Date
of the following conditions, unless waived by CPHR:

         (a) Each of the  representations and warranties of GDHC and Acquisition
Sub contained in this Agreement shall be true and correct as of the date of this
Agreement,  except to the  extent  that any  changes,  circumstances,  or events
making  such  representations  and  warranties  not true or  correct  would not,
individually  or in the  aggregate,  constitute  an  Adverse  Effect  and at the
Closing  each of  GDHC  and  Acquisition  Sub  shall  have  delivered  to CPHR a
certificate to that effect;

         (b) Any  governmental or third party  approvals  required to effect the
Merger shall have been obtained;

         (c) Each of GDHC and  Acquisition  Sub shall have performed or complied
in all material  respects with all  agreements  and  covenants  required by this
Agreement to be performed  or complied  with by it on or prior to the  Effective
Time and at the Closing GDHC shall have  delivered to CPHR a certificate to that
effect;

         (d) From the date of this Agreement  through the Effective Time,  there
shall not have occurred any change,  circumstance  or event  concerning  GDHC or
Acquisition  Sub that has had or could be  reasonably  likely to have an Adverse
Effect;

         (e) GDHC shall have  delivered  to CPHR a complete  and  accurate  GDHC
Schedule and such schedule shall have been approved by CPHR;

         (f) The Asset Purchase  Agreement  shall have been entered into by GDHC
and the third party;

         (g) The  nominee of CPHR shall have been  appointed  as a member of the
board of directors and as officers of GDHC;

         (h)  CPHR  shall  have  received  a  resolution  from  GDHC's  Board of
Directors, a resolution from its Series B Preferred stockholders (if applicable)
and resolutions  from its holder of GDHC Common Stock (if applicable)  approving
the Merger and  authorizing  the  issuances  of the shares of GDHC Common  Stock
hereto; and

         (i) The  stockholders of Acquisition  Sub and the  stockholders of CPHR
shall have approved the principal  terms of this  Agreement,  the Merger and the
transactions  contemplated  herein in accordance  with  applicable law and their
Certificate of Incorporation and Bylaws.

                                      -16-
<PAGE>

SECTION 11. GDHC'S,  ACQUISITION SUB'S CONDITIONS TO THE MERGER. The obligations
of GDHC and  Acquisition  Sub to  effect  the  Merger  shall be  subject  to the
fulfillment at or prior to the Closing Date of the following conditions,  unless
waived by GDHC:

         (a) Each of the  representations  and  warranties of CPHR  contained in
this  Agreement  shall be true  and  correct  as of the date of this  Agreement,
except to the extent  that any  changes,  circumstances  or events  making  such
representations and warranties not true or correct would not, individually or in
the  aggregate,  constitute an Adverse Effect and at the Closing CPHR shall have
delivered to GDHC a certificate to that effect;

         (b) CPHR shall have performed or complied in all material respects with
all  agreements  and  covenants  required by this  Agreement  to be performed or
complied  with by it on or prior to the  Effective  Time and at the Closing CPHR
shall have delivered to GDHC a certificate to that effect;

         (c) From the date of this Agreement  through the Effective Time,  there
shall not have occurred any change, circumstance,  or event concerning CPHR that
has had or could be reasonably likely to have an Adverse Effect;

         (d) CPHR shall have  delivered  to GDHC a complete  and  accurate  CPHR
Schedule and such schedule shall have been approved by GDHC;

         (e) CPHR shall have delivered to GDHC audited balance sheets of CPHR as
of  May  2,  2014,  and  the  related  statements  of  operations,   changes  in
shareholders'  equity  and cash flows for the period  from  inception  to May 2,
2014;

         (f) CPHR shall have  delivered to GDHC an executed  copy of the Lock-Up
Agreement, duly executed by GDHC and each of the CPHR Original Holders; and

         (g)  CPHR  shall  have  delivered  to  GDHC  an  executed  copy  of the
Employment Agreement, duly executed by CPHR.

SECTION  12.   INDEMNIFICATION   OF  DIRECTORS  AND  OFFICERS.   All  rights  to
indemnification  by CPHR and GDHC existing in favor of each individual who is an
officer or  director  of CPHR or GDHC of the date of this  Agreement  (each such
individual, an "INDEMNIFIED PERSON") for his acts and omissions as a director or
officer of CPHR or GDHC  occurring  prior to the Effective  Time, as provided in
CPHR's  Certificate of  Incorporation  or Bylaws (as in effect as of the date of
this Agreement) or GDHC's Articles of  Incorporation  or Bylaws (as in effect as
of the date of this  Agreement)  shall survive the Merger and shall  continue in
full force and effect (to the fullest extent such rights to indemnification  are
available  under and are  consistent  with  applicable  law) for a period of six
years from the Closing Date.

SECTION  13.  CONFIDENTIALITY.  Each  Party  shall  ensure  that  any  nonpublic
information  provided to it by any other Party in confidence shall be treated as
strictly confidential and that all such confidential information that each Party
or any of its respective  officers,  directors,  employees,  attorneys,  agents,
investment  bankers, or accountants may now possess or may hereinafter create or
obtain relating to the financial condition,  results of operations,  businesses,
properties,  assets, liabilities, or future prospects of the other such parties,
any  affiliate  thereof,  or any  customer  or  supplier  thereof  shall  not be
published,  disclosed,  or made accessible by any of them to any other person at
any time or used by any of them, in each case without the prior written  consent

                                      -17-
<PAGE>

of the other Party;  PROVIDED,  HOWEVER,  that the  restrictions of this Section
shall not apply (a) as may otherwise be required by law, (b) as may be necessary
or appropriate in connection with the  enforcement of this Agreement,  or (c) to
the extent such information was in the public domain when received or thereafter
enters the public  domain other than  because of  disclosures  by the  receiving
Party.  Each such Party  shall,  and shall  cause all of such other  persons who
received  confidential  information,  from  time  to  time  to  deliver  to  the
disclosing party all tangible evidence of such confidential information to which
the restrictions of this Section apply upon written request.

SECTION 14. TERMINATION

         (a) This Agreement may be terminated and abandoned at any time prior to
the Effective Time of the Merger:

               (i) by mutual written consent of GDHC and CPHR;

               (ii) by either GDHC or CPHR if any governmental entity shall have
issued an  order,  decree  or  ruling  or taken  any  other  action  permanently
enjoining,  restraining  or  otherwise  prohibiting  the Merger and such  order,
decree, ruling or other action shall have become final and nonappealable;

               (iii) by  either  GDHC or CPHR,  so long as such  Party is not in
breach  hereunder,  if the Merger shall not have been  consummated  on or before
June 15, 2014  (other  than as a result of the  failure of the party  seeking to
terminate  this  Agreement  to perform  its  obligations  under  this  Agreement
required to be performed at, or prior to, the Effective  Time of the Merger,  in
which  event  such  party may not  terminate  this  Agreement  pursuant  to this
provision for a period of ten days following such party's cure of such failure);
PROVIDED,  HOWEVER,  that if either GDHC or CPHR  requests an  extension  of the
Closing  after this date and the other Party  consents in writing,  then neither
Party may terminate this Agreement  under this provision until the expiration of
such extension period;

               (iv) by  GDHC,  if  there  has  been a  material  breach  of this
Agreement  on the  part of CPHR of its  obligations  hereunder  or if any of its
representations  or warranties  contained herein shall be materially  inaccurate
and such breach or inaccuracy is not curable or, if curable, is not cured within
ten (10) days after written notice of such breach is given by GDHC to CPHR; or

               (v) by  CPHR,  if  there  has  been a  material  breach  of  this
Agreement  on the  part of GDHC of its  obligations  hereunder  or if any of its
representations  or warranties  contained herein shall be materially  inaccurate
and such breach or inaccuracy is not curable or, if curable, is not cured within
ten (10) days after written notice of such breach is given by CPHR to GDHC.

         (b) In the event of  termination  of this  Agreement  by either CPHR or
GDHC provided in this SECTION 14, this Agreement shall forthwith become void and
have no effect, without any liability or obligation on the part of GDHC or CPHR,
other than the  provisions  of the last  sentence of SECTION 13 and this SECTION
14. Nothing  contained in this SECTION 14 shall relieve any Party for any breach
of the  representations,  warranties,  covenants or agreements set forth in this
Agreement.

                                      -18-
<PAGE>

SECTION 15. MISCELLANEOUS.

         (a) SURVIVAL.  The  representations  and warranties of the Parties will
terminate at the  Effective  Time and only those  covenants  that by their terms
survive the Effective  Time shall survive the  Effective  Time.  This Section 15
shall survive the Effective Time.

         (b) PRESS  RELEASES AND PUBLIC  ANNOUNCEMENTS.  No Party will issue any
press release or make any public announcement  relating to the subject matter of
this  Agreement  without  the  prior  written  approval  of the  other  Parties;
PROVIDED,  HOWEVER, that any Party may make any public disclosure it believes in
good faith is required by applicable  law or any listing  requirement or trading
agreement.

         (c) NO  THIRD-PARTY  BENEFICIARIES.  This Agreement will not confer any
rights or remedies  upon any person other than the Parties and their  respective
successors and permitted assigns.

         (d) NOTICES.  All notices  required or permitted  under this  Agreement
will be in writing  and will be given by  certified  or  regular  mail or by any
other reasonable means (including  personal  delivery,  facsimile,  or reputable
express courier) to the Party to receive notice at the following addresses or at
such other address as any Party may, by notice, direct:

         To GDHC &                  Golden Dragon Holding Co.
         Acquisition Sub:           CPHR Acquisition Corp.
                                    7609 Ralston Road
                                    Arvada, CO  80002

         With a copy to:            Michael A. Littman
         (which will not            Attorney at Law
         constitute notice)         7609 Ralston Road
                                    Arvada, CO  80002
                                    Fax number: (303) 431-1567

         To CPHR:                   CannaPharmaRX, Inc., a Colorado corporation
                                    7609 Ralston Road
                                    Arvada, CO  80002

         With a copy to:            Michael A. Littman
         (which will not            Attorney at Law
         constitute notice)         7609 Ralston Road
                                    Arvada, CO 80002
                                    Fax number: (303) 431-1567

All notices given by certified mail will be deemed as given on the delivery date
shown on the return mail receipt, and all notices given in any other manner will
be deemed as given when received.

         (e) WAIVER.  The rights and  remedies of the Parties to this  Agreement
are  cumulative  and not  alternative.  Neither the failure nor any delay by any
Party in exercising any right,  power,  or privilege under this Agreement or the

                                      -19-
<PAGE>

documents  referred to in this Agreement will operate as a waiver of such right,
power, or privilege,  and no single or partial exercise of any right,  power, or
privilege will preclude any other or further  exercise of such right,  power, or
privilege  or the  exercise of any other  right,  power,  or  privilege.  To the
maximum extent  permitted by applicable  law, (a) no claim or right arising from
this Agreement or the documents  referred to in this Agreement can be discharged
by one Party,  in whole or in part, by a waiver or  renunciation of the claim or
right unless in writing signed by the waiving  Party,  (b) no waiver that may be
given by a Party will be applicable except in the specific instance for which it
is given,  and (c) no  notice  to or demand on one Party  will be deemed to be a
waiver of any  obligation of such Party or of the right of the Party giving such
notice or demand to take further  action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

         (f) FURTHER  ASSURANCES.  The Parties agree (a) to furnish upon request
to each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
Parties may  reasonably  request  for the purpose of carrying  out the intent of
this Agreement and of the documents referred to in this Agreement.

         (g)  SUCCESSORS  AND ASSIGNS.  This  Agreement will be binding upon and
inure  to the  benefit  of the  Parties  and  their  respective  successors  and
permitted  assigns.  No Party may assign  either  this  Agreement  or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other Parties, which may be granted or withheld at the sole discretion of
such other Parties. Any unauthorized assignment is void.

         (h)  SEVERABILITY.  Any  provision of this  Agreement  that is invalid,
illegal or unenforceable in any jurisdiction will, as to that  jurisdiction,  be
ineffective to the extent of such  invalidity,  illegality or  unenforceability,
without   affecting  in  any  way  the  remaining   provisions  hereof  in  such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.

         (i)  EXPENSES.  Each Party will pay all fees and  expenses  (including,
without  limitation,  legal and accounting  fees and expenses)  incurred by such
Party in connection with the transactions contemplated by this Agreement.

         (j) GOVERNING  LAW. This Agreement will be governed by and construed in
accordance  with the laws of the State of  Delaware,  without  giving  effect to
principles of conflicts of laws.

         (k) COUNTERPARTS;  SIGNATURES. This Agreement may be executed in one or
more  counterparts,  each of which will be deemed to be an original,  but all of
which will be one and the same document.  Facsimiles  and  electronic  copies in
portable document format ("PDF") containing  original signatures shall be deemed
for all purposes to be originally  signed  copies of the documents  that are the
subject of such facsimiles or PDF versions.

         (l) ENTIRE  AGREEMENT.  This  Agreement,  the  schedules  and  exhibits
hereto,  and the  agreements  and  instruments to be delivered by the Parties on
Closing represent the entire understanding and agreement between the Parties and
supersede all prior oral and written and all contemporaneous  oral negotiations,
commitments and understandings.

                                      -20-
<PAGE>

         (m)  AMENDMENT.  This Agreement may be amended by the Parties hereto by
action taken by or on behalf of their respective Boards of Directors at any time
prior to the Effective  Time.  This  Agreement may not be amended by the Parties
hereto except by execution of an instrument in writing  signed on behalf of each
of GDHC, CPHR, and Acquisition Sub.

                           [SIGNATURE PAGE TO FOLLOW]







































                                      -21-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger as of the date first above written.

                                            GOLDEN DRAGON HOLDING CO.



                                            By:
                                            ------------------------------------
                                            Gary Herick
                                            Its: Chief Financial Officer

                                            CPHR ACQUISITION CORP.



                                            By:
                                            ------------------------------------
                                            Its: President




                                            CANNAPHARMARX, INC.



                                            By:
                                            ------------------------------------
                                            Name: Gary Herick
                                            Its: Chief Financial Officer




















                                      -22-
<PAGE>

                                   SCHEDULE 1

                                   DEFINITIONS

         "ACCREDITED  INVESTORS"  has the meaning set forth in Rule 501(a) under
the Securities Act.

         "ADVERSE  EFFECT"  means,  with  respect to each  Party,  any effect or
change that would have a material  adverse  effect on the results of operations,
financial  condition,  assets,  properties or business of the party,  taken as a
whole,  or on the  ability of the Party to  consummate  timely the  transactions
contemplated hereby.

         "AFFILIATE" has the meaning set forth in Exchange Act Rule 12b-2.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, and the regulations promulgated thereunder.

         "EFFECTIVE TIME" means the time of acceptance for recording of Articles
of Merger  effectuating  the  Merger by the  Secretary  of State of the State of
Delaware in accordance with the General Corporation Law of the State of Delaware
(but not earlier  than the Closing  Date) or at such later time that the parties
hereto shall have agreed upon and  designated in such filing in accordance  with
applicable law as the effective time of the Merger.

         "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         "GAAP" means United States generally accepted accounting  principles as
in effect from time to time, consistently applied.

         "KNOWLEDGE"  means the actual knowledge of the executive  officers of a
Party, without independent investigation.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "SEC" means the Securities and Exchange Commission.