0000950134-06-008220 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 28th, 2006 • Qiao Xing Universal Telephone Inc • Telephone & telegraph apparatus • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May ___, 2006, by and among Qiao Xing Universal Telephone, Inc., a company incorporated under the laws of the British Virgin Islands, with headquarters located at Qiao Xing Science Industrial Park, Tang Quan, Huizhou City, Guangdong, People’s Republic of China, 516023 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 28th, 2006 • Qiao Xing Universal Telephone Inc • Telephone & telegraph apparatus • Colorado

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2006, by and among Qiao Xing Universal Telephone, Inc., a company incorporated under the laws of the British Virgin Islands, with headquarters located at Qiao Xing Science Industrial Park, Tang Quan, Huizhou City, Guangdong, People’s Republic of China, 516023 (the “Company”), Qiao Xing Mobile Communications Co. Ltd., a company incorporated under the laws of the British Virgin Islands, with headquarters located at Qiao Xing Science Industrial Park, Tang Quan, Huizhou City, Guangdong, People’s Republic of China, 516023 (“QX”)and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

VOTING AGREEMENT
Voting Agreement • April 28th, 2006 • Qiao Xing Universal Telephone Inc • Telephone & telegraph apparatus • Virgin Islands

VOTING AGREEMENT, dated as of April 27, 2006 (this “Agreement”), by and among Qiao Xing Universal Telephone, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”) and Rui Lin Wu (the “Stockholder”).

GUARANTY
Guaranty • April 28th, 2006 • Qiao Xing Universal Telephone Inc • Telephone & telegraph apparatus • New York

GUARANTY, dated as of May ___, 2006 made by Qiao Xing Mobile Communications Co. Ltd., a company organized under the laws of the British Virgin Islands (the “Guarantor”) in favor of DKR Soundshore Oasis Holding Fund Ltd., a company organized under the laws of Bermuda and the other Buyers listed on the Schedule of Buyers attached to the Securities Purchase Agreement referred to below (together with their successors and permitted assigns, each, a “Buyer” and collectively, the “Buyers”).

VOTING AGREEMENT
Voting Agreement • April 28th, 2006 • Qiao Xing Universal Telephone Inc • Telephone & telegraph apparatus • Virgin Islands

VOTING AGREEMENT, dated as of April 27 2006 (this “Agreement”), by and among Qiao Xing Universal Telephone, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”) and Wu Holdings Limited (the “Stockholder”).

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