0001127855-07-000033 Sample Contracts

FORBEARANCE AND SETTLEMENT AGREEMENT
Forbearance and Settlement Agreement • January 19th, 2007 • Xinhua China LTD • Wholesale-miscellaneous nondurable goods

THIS FORBEARANCE AND SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into effective as of December 29, 2006, between XINHUA CHINA LTD., a Nevada corporation (the “Company”), CORNELL CAPITAL PARTNERS, L.P. (“Cornell”), and HIGHGATE HOUSE FUNDS, LTD. (“Highgate”). Cornell and Highgate are collectively referred to herein as the “Buyers.” All terms not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement (as defined below).

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