0001144204-08-025511 Sample Contracts

EQUITY LINE AGREEMENT
Equity Line Agreement • May 1st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 1st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • 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”).

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