0001264931-06-000006 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2006 • Nexia Holdings Inc • Investors, nec • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of August__, 2005, by and between Nexia Holdings Inc., a corporation organized under the laws of State of Nevada, with its principal executive office at ,59 West 100 South, Salt Lake City, UT 84101 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • January 4th, 2006 • Nexia Holdings Inc • Investors, nec • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August__, 2005 by and between Nexia Holdings, Inc., a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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