0001144204-10-040770 Sample Contracts

QINGDAO FOOTWEAR, INC. WARRANT AGREEMENT
Warrant Agreement • August 3rd, 2010 • Qingdao Footwear, Inc. • Footwear, (no rubber) • Virginia

Qingdao Footwear, Inc., a Delaware company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of shares of common stock of the Company set forth herein, subject to the terms and conditions contained herein.

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QINGDAO FOOTWEAR, INC. (a Delaware company) Minimum Offering: 833,333 Shares of Common Stock Maximum Offering: 1,000,000 Shares of Common Stock ($_____ per share) UNDERWRITING AGREEMENT
Underwriting Agreement • August 3rd, 2010 • Qingdao Footwear, Inc. • Footwear, (no rubber) • Virginia

The undersigned, Qingdao Footwear, Inc., a Delaware company (the “Company”), hereby confirms its agreement with you as follows:

Tax Liability Agreement
Liability Agreement • August 3rd, 2010 • Qingdao Footwear, Inc. • Footwear, (no rubber)

Party A and Party B after friendly negotiation have agreed that Party B will be responsible for Party A’s all tax payable from Dec 29th 2006 to Dec 28th 2007.

Entrustment Agreement
Entrustment Agreement • August 3rd, 2010 • Qingdao Footwear, Inc. • Footwear, (no rubber)

THIS ENTRUSTMENT AGREEMENT (this “Agreement”) is made on July 12, 2010 by and between 石仁焕, a Korean passport holder (the “Party A”), and WANG, Tao, a PRC citizen (the “Party B”).

ESCROW AGREEMENT
Escrow Agreement • August 3rd, 2010 • Qingdao Footwear, Inc. • Footwear, (no rubber) • Virginia

This Escrow Agreement is made and entered into as of the ___ day of _________, 2010, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Underwriter”), QINGDAO FOOTWEAR, INC., a Delaware company (the “Company”) and SUNTRUST BANK (the “Escrow Agent”).

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