China Health Holding, Inc.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>may112005form8kex101.txt
<TEXT>



Executive Management  Update SERVICES AGREEMENT


THIS  AGREEMENT is made as of the April 28th,  2005.  It is the update terms for
the agreement signed mutually in June 2004.


BETWEEN:

          CHINA  HEALTH  HOLDING INC. OR its Nominee a company  incorporated  in
          Nevada  USA,  having an office at Park Place  Suite 3400 - 666 Burrard
          Street, Vancouver, BC Canada V6C 2X8

         (Hereinafter called "CHHH (OTCBB)")

                                                             OF THE FIRST PART

AND:

          Julianna  Jenny Lu. or NOMINEE,  having an office at Sheraton Suite le
          Soleil Vancouver, Suite # 609, Vancouver, BC Canada V6C 2E8

                           (hereinafter called " J.L. EXECUTIVE Executive")

                                                             OF THE SECOND PART

WHEREAS:

A. CHHH  (OTCBB) to retain J.L.  EXECUTIVE  to assist CHHH  (OTCBB) in providing
management consulting services to CHHH (OTCBB), a company incorporated in Nevada
USA.


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the  covenants  and  agreements  herein  contained  the parties  hereto agree as
follows:


1. APPOINTMENT OF J.L. EXECUTIVE

1.1       CHHH (OTCBB) hereby  retains J.L.  EXECUTIVE to assist CHHH (OTCBB) in
          providing  management  consulting  services  to CHHH  (OTCBB)  in USA,
          Canada and abroad as may from time to time be required with respect to
          CHHH (OTCBB), as more particularly described as Schedule A hereto.

1.2       J.L.  EXECUTIVE  agrees to devote  sufficient time as may be necessary
          and to employ its best efforts to faithfully and industriously perform
          the services as described in Schedule A hereto.

1.3       In performing its management services hereunder,  J.L. EXECUTIVE shall
          be an Executive Employee of CHHH (OTCBB).

2. LIMITATIONS ON ACTIVITIES

                                       1
<PAGE>

2.1       J.L. EXECUTIVE recognizes and agrees that securities laws, regulations
          and policies in the U.S. and British Columbia and elsewhere limits the
          allowable  scope  of  management   activities  and  prohibit   certain
          activities.  Notwithstanding  any other  provision of this  agreement,
          J.L. EXECUTIVE agrees that:

(a)                It will not engage in any activity in  contravention  of the
                    law, regulation or policy of any body having jurisdiction in
                    any  other  jurisdiction  in  which it  conducts  management
                    activities on behalf of CHHH (OTCBB).

3. TERM

3.1       The term of this agreement shall commence 1st of May 2004,  where this
          agreement  may be  reviewed  for any  reason,  or,  the  duties,  time
          commitments and compensation may be adjusted by mutual consent.

4. COMPENSATION

4.1       CHHH (OTCBB) shall pay for the management  services rendered hereunder
          the sum of $US  8,000  per  month,  payable  on the  first day of each
          subsequent  month,  commencing  May 1st,  2004.  Every 6  months,  the
          management  services will be reviewed and possibly increase 30% to 50%
          accordingly by CHHH (OTCBB).

4.2       Added Terms:  CHHH (OTCBB) shall pay for the monthly  services fees to
          J.L  Executives  for a  total  $10,000  USD  per  month  to  the  J.L.
          Executive:  CHHH (OTCBB)  started  legally  from  Jan1st.  2005 due to
          increased  responsibilities  and  duties  to  CHHH  (OTCBB)  and its 2
          subsidies.

4.3       Added  Terms:  CHHH  (OTCBB)  shall pay for 3% Royalty of total  gross
          sales/Profits  of all CHHH's Natural  Herbal  Medical  Products and 3%
          Royalty of a total CHHH's Gross  sales/Profits in Subsidiaries:  China
          Health World Trade  Corporation and China Health World  Pharmaceutical
          Corporation to J/ L. Executive as a part of compensation plan to J. L.
          executive start from Jan 1 2005.

4.4       J.L.  EXECUTIVE shall be granted a call from CHHH (OTCBB) on 2,500,000
          shares of CHHH (OTCBB)'s  capital stock at a price of 10 cents USD per
          share, which will be exercisable until June 1st, 2009, and, or, thirty
          (30) days after the termination of this Agreement.  Upon payment of 10
          cents USD per share for the number of shares being called CHHH (OTCBB)
          will  deliver.  for the number of shares  requested,  up to a total of
          2,500,000 shares, and will either transfer,  if possible,  such shares
          to a  brokerage  account of J.L.  Executive's  choice or provide  J.L.
          EXECUTIVE with the requisite  number of share  certificates  in a form
          necessary  to  render  those  certificates   freely  transferable  and
          negotiable.  CHHH  (OTCBB)  will also  furnish or execute  any further
          documents  that may  reasonably  be required  to  complete  this share
          transfer.

4.5       J.L.  EXECUTIVE shall also be reimbursed for its actual out-of -pocket
          expenses incurred pursuant to this agreement, such expenses to be paid
          within 30 business days of invoice. All invoices shall be supported by
          appropriate   evidence  of  the  expenses  referred  to  therein.  Any
          individual expense item, other than telephone  invoices,  in excess of
          $200 shall first be approved by CHHH (OTCBB).


                                       2
<PAGE>
5. CONFIDENTIALITY

5.1       J.L.  EXECUTIVE will keep  confidential  any information not otherwise
          readily  available  from  public  sources  which it obtains  from CHHH
          (OTCBB).  Upon  termination of this  agreement,  J.L.  EXECUTIVE shall
          return  to CHHH  (OTCBB)  all  data,  information  and  other  written
          material  regarding  CHHH (OTCBB)  obtained by J.L.  EXECUTIVE from in
          connection with the performance of its services hereunder.

6. NOTICE

6.1       Any notice or other  communication or instrument required or permitted
          to be given or  delivered  hereunder  shall be in writing and shall be
          well and  sufficiently  given or  delivered  if  enclosed  in a sealed
          envelope and  addressed to the party to receive same at its address as
          set  forth  on the  first  page of this  agreement,  and in each  case
          delivered personally or mailed by registered mail.

          Any notice so given or delivered shall be conclusively  deemed to have
          been  given  when  delivered,  if  delivered  personally,  or 72 hours
          following the mailing of same, if mailed by registered mail.

7. RESPONSIBILITIES OF CHHH (OTCBB)

7.1       CHHH (OTCBB)  will,  with J.L.  Executive's  assistance,  provide J.L.
          EXECUTIVE with CHHH (OTCBB) corporate materials which include, but not
          limited to:

          -         a PowerPoint company presentation

          -         a broker/investor due diligence package

          -         a media package

          -         a one page corporate profile

          -         a brochure

7.2       CHHH (OTCBB) will try to provide the material timely.

7.3       CHHH (OTCBB) agrees to broadcast major material events  regarding CHHH
          (OTCBB)   over  the  news  wire  in  addition  to  normal   disclosure
          requirements.

7.4       CHHH  (OTCBB)  agrees  to  provide  appropriate  corporate  background
          material to "Material  Events" at the same time as the events are made
          public. The background to these events may be delivered in the form of
          a briefing.

8. GENERAL

8.1       This  agreement  may only be amended in writing  duly  executed by the
          parities hereto.

8.2       Wherever   possible,   each  provision  in  this  agreement  shall  be
          interpreted  in  such  manner  as  to be  effective  and  valid  under
          applicable  law, but if any  provision  shall be  prohibited  by or be
          invalid under applicable law, such provision shall be ineffective only
          to the extent of such prohibition or invalidity,  without invalidating
          the remainder of such  provision or the  remaining  provisions of this
          agreement.

8.3       Time shall be of the essence of this agreement.

8.4       This  agreement  shall be deemed to be made in the Province of British
          Columbia,  and shall be construed in  accordance  with and governed by
          the laws of said Province.

                                       3
<PAGE>

8.5       This agreement  shall endure to the benefit of and be binding upon the
          parties  to this  agreement  and their  respective  heirs,  executors,
          administrators, successors, and assigns.





IN WITNESS  WHEREOF the parties  hereto  have caused  these  presents to be duly
executed as of the day and year first above written.


The Common Seal of                                                )
CHINA HEALTH HOLDING INC.                                         )
Was hereunto affixed in the                                       )
presence of:                                                      )
                                                                        c/s




 /s/ Julianna Lu,
----------------
Julianna ( Jenny)  Lu,
The President & CEO
Date: April28th  2005


 /s/ Dick Wu, Dick Wu, The Director


 /s/ XiaoFei Yu
---------------
 XiaoFei Yu, The Director

                                                                  )
                                                                  )
                                                                  )
                                                                  )
                                                                  )
The Common Seal of                                                )
Julianna (jenny) Lu Executive Management                          )
was hereunto affixed in the                                       )
presence of:                                                      )
                                                                        c/s

/s/ Julianna Lu
Julianna (Jenny) Lu
                                                                 )
                                                                 )
Date on April28 2005 ,  and signatory:                           )


<PAGE>

                                                              SCHEDULE A


J.L. EXECUTIVE agrees to provide the following management  services,  subject to
the specific terms of the agreement to which this Schedule is attached:


1. The day to day Executive Management roles for A E&E Pharma Corporation as the
functions of:

1.       The Chairman and CEO, and   CFO
2.       The Director, and
3.       The Treasure, and


2. Global Business Strategy and Planning and Exercising

3. Global Products Strategy and Development and Marketing and Distributions

4. Global Financing Strategy and Development

5. Global  Development  and Strategy  Planning and Executions for CHHH (OTCBB) 2
Subsidiaries:  China Health World  Pharmaceutical  Corporation  and China Health
World Trade Corporation since April28 2005




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</DOCUMENT>
