China Shoe Holdings, Inc. Sample Contracts

CHINA SHOE HOLDINGS, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 31st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • California

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

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CHINA SHOE HOLDINGS, INC. REGULATION S SUBSCRIPTION AGREEMENT
Subscription Agreement • February 4th, 2008 • China Shoe Holdings, Inc. • Metal mining • Nevada

Subscription agreement, dated as of January 30, 2008, by and between the person whose name(s) appear(s) at the signature page of this agreement (the “Investor” or the “undersigned”) and China Shoe Holdings, Inc., a Nevada corporation (the “Company”), with an address of 488 Wai Qingsong Road, Waigang, Jiading District, Shanghai, People’s Republic of China 201800;

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”).

CONSULTING AGREEMENT
Consulting Agreement • July 6th, 2007 • China Shoe Holdings, Inc. • Metal mining • New York

AGREEMENT made as of June 29, 2007, by and between China Venture Partners, Inc., a Delaware corporation with offices at 80 Wall Street - Suite 212, New York, New York 10005 (hereinafter referred to as "Consultant") and China Shoe Holdings, Inc., a Nevada corporation "Company").

AGREEMENT FOR SHARE EXCHANGE
Share Exchange Agreement • December 31st, 2008 • China Shoe Holdings, Inc. • Footwear, (no rubber) • Nevada

THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of December 22, 2008, by and among (1) Chinaone Investment Ltd., a Republic of Seychelles corporation, (“Chinaone”), (2) CHINA SHOE HOLDINGS, INC., a Nevada corporation (the “COMPANY”), the Shareholders of Chinaone listed in Exhibit A (“Chinaone SHAREHOLDERS”) who execute this Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 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”).

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”).

AGREEMENT FOR SHARE EXCHANGE
Share Exchange Agreement • March 31st, 2009 • China Shoe Holdings, Inc. • Footwear, (no rubber) • Nevada

THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of 31st March 2009, by and among (1) EXTRA EASE LIMITED (“EXTRA EASE”), (2) EATWARE INTELLECTUAL PROPERTIES LIMITED (“EWIP”), (3) CHINA SHOE HOLDINGS, INC., a Nevada corporation (the “COMPANY”), and (4) the Shareholders of EXTRA EASE and EWIP listed in Exhibit A who execute this Agreement (collectively“the SHAREHOLDERS”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 6th, 2007 • China Shoe Holdings, Inc. • Metal mining • Nevada

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) made and entered into as of June 29, 2007, is by and among, China Shoe Holdings, Inc., a Nevada corporation (hereinafter referred to as the “Company”), Wholly Success Technology Group Limited, a British Virgin Islands corporation (hereinafter referred to as “WSTG”) and each of the holders of shares of Common Stock of WSTG listed on Exhibit A to be attached hereto as hereinafter provided (individually, a “WSTG Stockholder”, and collectively, the “WSTG Stockholders”).

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