0001264931-06-000475 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 23rd, 2006 • Nexia Holdings Inc • Real estate operators (no developers) & lessors • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of August 15, 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 • October 23rd, 2006 • Nexia Holdings Inc • Real estate operators (no developers) & lessors • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 15, 2005 by and between Nexia Holdings, Inc., a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

Nexia Holdings Inc. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • October 23rd, 2006 • Nexia Holdings Inc • Real estate operators (no developers) & lessors • Delaware

The undersigned, Nexia Holdings Inc., a Nevada corporation (the "COMPANY"), hereby agrees with Gunn Allen Financial (the "PLACEMENT AGENT") and Dutchess Private Equities Fund II, L.P., a Delaware Limited Partnership (the "INVESTOR") as follows:

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