0001144204-08-018562 Sample Contracts

CHINA SHOE HOLDINGS, INC. PLACEMENT AGENT AGREEMENT

Agent Agreement • March 31st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • California

• Contract Type
  Agent Agreement
• Filed
  March 31st, 2008
• Company
  China Shoe Holdings, Inc.
• Industry
  Footwear, (no rubber)
• Jurisdiction
  California

The undersigned, China Shoe Holdings, Inc., a Nevada corporation (the “Company”), hereby agrees with GLB Trading Inc. (the “Placement Agent”) as follows:

EQUITY LINE AGREEMENT

Equity Line Agreement • March 31st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • California

• Contract Type
  Equity Line Agreement
• Filed
  March 31st, 2008
• Company
  China Shoe Holdings, Inc.
• Industry
  Footwear, (no rubber)
• Jurisdiction
  California

THIS AGREEMENT dated as of the 20th day of March 2008 (the “Agreement”) between MAGELLAN GLOBAL FUND, L.P., a Delaware limited partnership (the “Investor”), and CHINA SHOE HOLDINGS, a corporation organized and existing under the laws of the State of Nevada (the “Company”).

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • March 31st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • California

• Contract Type
  Registration Rights Agreement
• Filed
  March 31st, 2008
• Company
  China Shoe Holdings, Inc.
• Industry
  Footwear, (no rubber)
• Jurisdiction
  California

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2008, by and between CHINA SHOE HOLDINGS, INC., a Nevada corporation (the “Company”), and MAGELLAN GLOBAL FUND, L.P., a Delaware limited partnership (the “Investor”).