WEBSITE CONSTRUCTION SERVICE AGREEMENT

This Website Construction Service Agreement (the “Agreement”) is entered into as of 27 ^th  October, 2006 between China Fruits Corporation (the “Company”), a company incorporated under the corporation law of the State of Nevada, U.S.A.,  of Fu Xi Technology & Industry Park, Nan Feng County Jiang Xi Province, People’s Republic of China and TSE WAN YI ALICE, with her address at ROOM 208, DAVID HOUSE, 8-20 NANKING STREET, KIN, HONGKONG (the “Contractor”).

WITNESSETH:

That the Contractor is in the business of designing & building company website, domain name registration, website hosting and regular maintenance, and web-based promotion & advertising;

That the Contractor does hereby agree with the Company for the considerations named herein to perform the services stipulated in this Agreement in connection with the work as hereinafter defined and described here for the referenced services.

The Company hereby retains the Contractor as an independent contractor, and the Contractor hereby accepts and agrees to such retention. The Contractor shall provide the Company with the services set forth in Schedule 1 herein. It is acknowledged and agreed by the Company that the Contractor carries neither professional licenses nor memberships in any self-regulatory organizations. The services of the Contractor shall not be exclusive, nor shall the Contractor be required to render any specific number of hours or assign specific personnel to the Company or its projects.

Unless otherwise terminated at an earlier date in accordance with Section 7, the Agreement shall commence as of the date first written above upon signing by both parties and shall continue until 26 ^th  October，2007 (“Expiration Date”) unless any amendment which changes the term of the Agreement upon signing by both parties. The Agreement shall automatically expire on the day following the Expiration Date.

The Contractor shall be available to the officers and directors of the Company at such reasonable and convenient times and places as may be mutually agreed upon. Except as otherwise provided in this Agreement, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by the Contractor to any specific service, shall be determined in the sole discretion of the Contractor.

It is understood and agreed to by the parties that all reports, drawings, studies, specifications, designs, publications, etc., secured by and for the Contractor in the prosecution of this Agreement will become the property of the Company upon termination or completion of the work. The Company will have the right to use these documents for any public purpose without compensating the Contractor, other than as hereinafter provided. If the Company does not use the documents for the purpose for which this Agreement has been executed, the Company recognizes that such use will be at the Company's own risk.

B.  RIGHTS   IN DATA

The data as used here means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineations in media such as drawings or photographs; text in specifications or related performance or design-type documents; and information retained in computer memory.

For the consulting services to be rendered under this Agreement the Company agrees to pay to the Contractor as compensation for its services, and the Contractor agrees to accept as full compensation the following:

a) 1,000,000 shares of the Company for website design & building

b) 490,00