Exhibit
10.2

     

    Lock-Up
Agreement

     

                     ,             

     

    
      
        	
                
                  By
      Facsimile
      (            )

                

              	
                  

              	
                By Facsimile ((804)
    648-3404)

              
	
                Qingdao
      Footwear, Inc.

              	
                  

              	
                Anderson
      & Strudwick, Incorporated

              
	
                269
      First Huashan Road

              	
                  

              	
                707
      East Main Street

              
	
                Jimo
      City, Qingdao

              	
                  

              	
                20th Floor

              
	
                Shandong,
      PRC

              	
                  

              	
                Richmond,
      Virginia 23219

              
	
                Attn:
      Tao Wang

              	
                  

              	
                Attn:
      L. McCarthy Downs, III,

              
	
                          CEO

              	
                  

              	
                         Senior
      Vice President

              


      

    

     

    Re:
Lock-Up Agreement

     

    Dear
Mr. Wang and Mr. Downs:

     

    The
undersigned understands that Anderson & Strudwick, Incorporated (the
“Placement Agent”), proposes to enter into a Placement Agreement with Qingdao
Footwear, Inc. (the “Company”), providing for the public offering (the
“Offering”), by the Placement Agent of a minimum of 833,333 and a maximum of
1,000,000 shares of common stock of the Company (the “Shares”).

     

    In
consideration of the Placement Agent’s agreement to undertake the Offering of
the Shares on a “best efforts, minimum/maximum” basis, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
undersigned agrees that the undersigned will not register, offer, sell, contract
to sell or grant any Shares or any securities convertible into or exercisable or
exchangeable for the Shares or any warrants to purchase the Shares
(including, without limitation, securities of the Company which may be deemed to
be beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which may
be issued upon the exercise of a stock option or warrant) for a period of
(a) as to one-half ( 1/2) of
the Shares now or in the future beneficially owned by the undersigned, ninety
(90) days after the date of effectiveness or commencement of sales of the
public offering and (b) as to the other one-half of such Shares now or in
the future beneficially owned by such individual, one hundred ninety
(190) days after the date of effectiveness or commencement of sales of the
public offering.

     

    The
undersigned understands that the Company, the Placement Agent and the
Representatives will proceed with the Offering in reliance upon this Lock-up
Agreement.

     

    
      
        
          
            
              
                	
                        Very
      truly yours,

                      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:

                      	 
      
	
                        Its: