SETTLEMENT AGREEMENT


AND


RELEASE


 


This
Settlement Agreement and Release (the “Agreement”) is entered into as of the 30th day of June 2011, by and between
China Fruits Corporation, a Nevada corporation (“CHFR”) and the individuals executing this Agreement listed on the
signature page, with respective residential address set forth in Exhibit A (referred to collectively as the “Creditors”).


 


 


RECITALS


 


 


A.WHEREAS,
Creditors advanced certain foreign consulting, advisory, legal and accounting fees during the periods from May 2006 to June 30,
2011 for the benefit of CHFR. The amounts outstanding as of December 31, 2009 and June 30, 2011 were $335,146 and $539,129, respectively:
and


 


B.WHEREAS,
CHFR has payment and delivery obligations to Creditors for the payment of those advanced amount, including principal and interest;
and


 


C.WHEREAS,
Creditors desire to settle the amount of $335,146 advanced as of December 31, 2009 in exchange for total 11,171,534 shares of Common
Stock issued by CHFR at the market price of $0.03 per share.


 


D.WHEREAS,
the parties desire in exchange for the releases and promised delivery designated herein to release and discharge any and all claims
that exist between the parties hereto arising from the amount of $335,146 advanced by the Creditors;


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein which are acknowledged to be good and valuable consideration
the parties agree as follows:


 


1.              
CHFR shall issue 11,171,534 (Eleven Million One Hundred Seventy One Thousand Five Hundred Thirty Four) restricted shares
of its common stock to Creditors within four business days of the execution of this agreement.


 


2.              
CHFR and Creditors shall each release and discharge the other party from any and all charges, claims and rights that were
asserted or could have been asserted as to the other party arising out of the amount of $335,146 advanced by Creditors to CHFR
upon the execution and performance provided for herein.


 


 


 


3.              
Except as expressly set forth in this agreement, the parties hereby release, acquit and forever discharge each other, their
present and former officers, directors, members, employees, affiliates, owners, partners, attorneys, agents, successors and assigns,
of and from any and all claims, demands, promises, costs, damages, expenses and/or causes of action of any nature whatsoever, which
exist or may exist, as of the date of this agreement, including, but not limited to, those claims which are made or could be made
in a legal action, whether known or unknown, liquidated or contingent. In this regard, the parties acknowledge and represent that
they have made their own investigation with respect to the claims involved in any prior dealings and the advisability of settlement
and that they have not relied upon any representations of any other party to this agreement in agreeing to settlement of the all
claims and the mutual release contained herein.


 


4.              
The parties acknowledge and agree that this agreement is entered into in settlement and compromise of disputed or potential
claims against the amount of $335,146 advanced by Creditors and shall not constitute an admission of any evidence of wrongdoing
by any party and that each party denies any liability to any other party to this agreement.


 


5.              
CHFR understands that Creditors is relying upon CHFR’s representations and warranties as contained in this Agreement
and the settlement of claims as set forth herein.


 


6.              
Should legal action be necessary to enforce, construe, rescind, terminate or recover for the breach of the provisions of
this agreement, the prevailing part or parties shall be entitled to recover all costs of suit, including reasonable attorney's
fees.


 


7.              
This Agreement shall be governed by and construed in accordance with the Laws of the State of Nevada.


 


8.              
The individuals signing this Agreement warrant that they have full authority to bind their principals as parties to this
Agreement.


 


 



    	(1)



    	 



    



 


  


IN
WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the date first above written.


 


 


	
        CHINA FRUITS CORPORATION

         

        /s/ Chen, Quan Long

        Chen, Quan Long

        President

         

         
	 
	 	 
	CREDITORS:	 
	
         

         

         

        /s/ Tan, Mei

        

        Tan, Mei
	
         

         

         

        /s/ Chen, Ling Hua

        

        Chen, Ling Hua

	
         

         

         

        /s/ Huang, Chun Feng

        

        Huang, Chun Feng
	
         

         


 

        





/s/ Xi, Cun Xing

        

        

        Xi, Cun Xing

	
         

         

         

        /s/ Feng, Bin

        

        Feng, Bin
	
         

         

         

        /s/ Chen, Gui Fen

        

        Chen, Gui Fen

	
         

         

         

        /s/ Cui, Wen Ming

        

        Cui, Wen Ming
	 



 


 


 


 


 






    	(2)



    	 



    
 


 


Exhibit A


 


 


	
         

        Shareholder Name

         
	
         

        Address
	
         

        Amounts due as of December 31, 2009

         

	
         

        

        Tan, Mei
	
         

        

        3 LvYou Lane, QinCheng Town

        NanFeng County, FuZhou City, JiangXi, China

         
	                 $137,424
	
         

        

        Chen, Ling Hua
	
         

        

        163 ShengLi Rd, QinCheng Town

        NanFeng County, FuZhou City, JiangXi, China

         
	                   $36,097
	
         

        

        Huang, Chun Feng

         
	
         

        

        1ChengQiangRd,QinChengTown,NanFengCounty,

        FuZhouCity,JiangXi,China
	                 $108,181
	
         

        

        Xi, Cun Xing

         
	
         

        

        13LuoKengXiaoZu,NanZhouVillage,DongPing

        Township,NanFengCounty,FuZhouCity,JiangXi,China
	                   $34,641
	
         

        

        Feng, Bin

         
	
         

        

        602Room,4Entrance,E5Building,JingDongAnJuXiaoQu,BeiJing
        East Rd,

        QingShanHu District,NanChangCity,

        JiangXi,China
	                     $6,684
	
         

        

        Chen, Gui Fen

         
	
         

        

        10ChengQiangRd,QinCheng Town,

        NanFeng County,JiangXi,China
	                     $6,690
	
         

        

        Cui, Wen Ming
	
         

        

        3 LvYou Lane, QinCheng Town

        NanFeng County, FuZhou City, JiangXi, China

         
	                     $5,429