0001140905-06-000012 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2006 • Jeantex Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February , 2006, by and between JEANTEX GROUP INC., a Florida corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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JEANTEX GROUP INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • February 6th, 2006 • Jeantex Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New Jersey

The undersigned, Jeantex Group Inc., a Florida corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”), and Cornell Capital Partners, LP (the “Investor”) as follows:

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 6th, 2006 • Jeantex Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New Jersey

THIS AGREEMENT dated as of the day of February, 2006 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and JEANTEX GROUP INC., a corporation organized and existing under the laws of the State of Florida (the "Company").

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