0001052918-06-000015 Sample Contracts

SECURITIES PURCHASE AGREEMENT (CONVERTIBLE DEBENTURES)
Securities Purchase Agreement • January 13th, 2006 • Elgrande International, Inc. • Wholesale-furniture & home furnishings • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 7, 2005, is entered into by and among Elgrande International, Inc, a Nevada corporation (the “Company”), having its address at 1450 Kootenay Street, Vancouver, British Columbia, Canada V5K 4R1, and each entity named on the signature page hereto as a buyer and the permitted assigns of such entity (each, a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer under this Agreement and the Transaction Documents (as defined below)).

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REGISTRATION RIGHTS AGREEMENT (CONVERTIBLE DEBENTURES)
Registration Rights Agreement • January 13th, 2006 • Elgrande International, Inc. • Wholesale-furniture & home furnishings • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 7, 2005 (this "Agreement"), is made by and between EL GRANDE INTERNATIONAL, INC., a Nevada corporation, with headquarters located at 1450 Kootenay Street, Vancouver, British Columbia, Canada V5K 4R1 (the “Company”), and each entity named on the signature page hereto as “Investors” (each, an “Investor”).

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