0001144204-07-033273 Sample Contracts

LOCK-UP AGREEMENT
Lock-Up Agreement • June 25th, 2007 • National Realty & Mortgage Inc • General bldg contractors - residential bldgs • New York

THIS AGREEMENT (this “Agreement”) is dated as of May ___, 2007 by and among National Realty & Mortgage, Inc., a Nevada corporation (the “Company”), and Rise Elite International Limited, a British Virgin Islands company (“Shareholder”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • June 25th, 2007 • National Realty & Mortgage Inc • General bldg contractors - residential bldgs

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Series A Convertible Preferred Stock of National Realty and Mortgage, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 22nd day of June 2007.

SHARE EXCHANGE AGREEMENT By and among RISE ELITE INTERNATIONAL LIMITED, WORLD THROUGH LIMITED and NATIONAL REALTY & MORTGAGE, INC. dated as of June 5, 2007
Share Exchange Agreement • June 25th, 2007 • National Realty & Mortgage Inc • General bldg contractors - residential bldgs • New York

This SHARE EXCHANGE AGREEMENT, dated as of June 5, 2007 (the “Agreement”) by and among RISE ELITE INTERNATIONAL LIMITED, a BVI Business Company incorporated in the British Virgin Islands (“ELITE”), WORLD THROUGH LIMITED, a BVI Business Company incorporated in the British Virgin Islands (“WT”) and a wholly-owned subsidiary of ELITE, and NATIONAL REALTY & MORTGAGE, INC., a Nevada corporation (“NRMG”).

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