AGREEMENT FOR SHARE
EXCHANGE

    


    


    THIS AGREEMENT FOR SHARE EXCHANGE (this
“Agreement”) is dated as of  31st  March
2009, by and among  (1) EXTRA EASE LIMITED (“EXTRA EASE”), (2) EATWARE
INTELLECTUAL PROPERTIES LIMITED (“EWIP”), (3) CHINA SHOE
HOLDINGS, INC., a Nevada corporation (the “COMPANY”), and (4) the Shareholders
of EXTRA EASE and EWIP listed in Exhibit A who execute this Agreement (collectively“the
SHAREHOLDERS”).

    


    RECITALS:

    


    THE COMPANY,EXTRA EASE and
EWIP desire to complete a share exchange transaction pursuant to which COMPANY
shall acquire all of the issued and outstanding common stock of EXTRA EASE and
EWIP in exchange for the issuance of shares of voting stock of the COMPANY;
and

    


    THE Board of Directors of the COMPANY,
the Board  of Directors of EXTRA EASE and the Board of Directors of
EWIP have each approved the proposed transaction, contingent upon satisfaction
prior to closing of all of the terms and conditions of this Agreement;
and

    


    THE
SHAREHOLDERS are the owner of the total issued and outstanding common stock of
EXTRA EASE and EWIP (as described in
Exhibit A hereto); and

    


    All PARTIES desire to make certain
representations, warranties and agreements in connection with completion of the
proposed share exchange transaction.

    


    NOW, THEREFORE, in consideration of the
foregoing recitals, which shall be considered an integral part of this
Agreement, and the covenants, conditions, representations and warranties
hereinafter set forth, the parties hereby agree as follows:

    


    DEFINITIONS

    


    Unless
the context otherwise requires, the terms defined in this Article I shall have
the meanings herein specified for all purposes of this Agreement, applicable to
both the singular and plural forms of any of the terms herein
defined.

    


    “Agreement” shall have
the meaning assigned to it in Preamble.

    


    “Acquisition
Subsidiary” means Wholly
Success Technology Group Limited, a British Virgin Islands
company.

    


    “BVI” means the
British Virgin Islands.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Controlling
Shareholders” shall mean Gu Xianzhong, Cranberry Heights Group Limited,
and Xun Shi, who are the controlling shareholders of the Company, or affiliates
thereof.

    


    “Damages” shall mean
any and all losses, claims, actions, damages, liabilities, penalties, fines,
settlement costs and expenses, including, without limitation, costs of
preparation and reasonable attorneys’ fees.

    


    


    ARTICLE
I

    THE
EXCHANGE

    


    1.1           The
Exchanges.  At the Closing (as hereinafter defined), the
COMPANY shall acquire all of the issued and outstanding common stock of EXTRA
EASE and EWIP.   Consideration to be issued by the COMPANY shall
be a total of 1,871,313,946 shares of its
common stock, to be issued at par value (the “Merger Shares”), in which
121,313,946 to be issued to the shareholder of EXTRA EASE or its
designee/designees (the “EXTRA EASE Exchange Shares”) in exchange for 10,000
shares of EXTRA EASE, representing 100% of the issued and outstanding common
stock of EXTRA EASE, and in which 1,750,000,000 to be issued to the shareholders
of EWIP or their designee/designees (the “EWIP Exchange Shares”) in exchange for
50,000 shares
of EWIP, representing 100% of the issued and outstanding common stock of
EWIP.  The Exchanges shall take place upon the terms and conditions
provided for in this Agreement and in accordance with applicable
law.  Immediately following completion of the share exchange
transaction through issuance of the EXTRA EASE Exchange Shares and the EWIP
Exchange Shares respectively, the COMPANY shall have a total of 1,990,759,517
shares of its common stock issued and outstanding.   For Federal
income tax purposes, it is intended that the Exchanges shall constitute a
tax-free reorganization within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the “Code”).

    


    1.2           Closing
and Effective Time.  Subject to the provisions of this
Agreement, the parties shall hold a closing (the "Closing") on (i) the first
business day on which the last of the conditions set forth in Article V to be
fulfilled prior to the Closing is fulfilled or waived or (ii) such other date as
the parties hereto may agree (the "Closing Date"), at such time and place as the
parties hereto may agree. Such date shall be the date of Exchanges (the
"Effective Time").

    


    ARTICLE
II

    REPRESENTATIONS
AND WARRANTIES

    


    2.1           Representations
and Warranties of the COMPANY.  The COMPANY and
each of the COMPAN and the Controlling Shareholders (where specifically
included) hereby, severally and
not jointly, represent and warrant to EXTRA EASE, EWIP and the
SHAREHOLDERS respectively as follows:

    


    (a)           Organization,
Standing and Power.
The COMPANY is a corporation duly organized, validly existing and in good
standing under the laws of Nevada, and has all requisite corporate power and
authority to own its properties and assets and to conduct its business as now
conducted and is duly qualified to do business and is in good standing in each
jurisdiction in which the nature of the business conducted by The COMPANY or the
ownership or leasing of its properties makes such qualification and being in
good standing necessary, except where the failure to be so qualified and in good
standing will not have a Material Adverse Effect on the business, operations,
properties, assets, condition or results of operation of the COMPANY.


     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Acquisition
Subsidiary is a corporation duly organized and validly existing under the laws
of the BVI, and has all requisite corporate power and authority to carry on its
business as now conducted.

     

    Copies of
the Articles of Incorporation and By-laws of the COMPANY, as amended to date,
and the Memorandum of Association and Articles of Association of
Acquisition Subsidiary (as may be amended or supplemented from time to time)
(collectively, the “Company Charter Documents”) have been furnished to the EXTRA
EASE, EWIP and the SHAREHOLDERS, respectively, and such copies are accurate and
complete as of the date hereof.  Neither the COMPANY nor Acquisition
Subsidiary is in violation or default of any of the respective provisions of the
COMPANY Charter Documents.

     

    


    (b)           Capital
Structure.  As of the date of execution of this Agreement, the
authorized capital stock of the COMPANY consists of 2,000,000,000 shares of
Common Stock with a par value of USD $0.001 per share, of which 119,445,571
shares are currently issued and outstanding.  The EXTRA EASE Exchange
Shares and the EWIP Exchange Shares to be issued respectively pursuant to this
Agreement shall be, when issued pursuant to the terms of the resolution of the
Board of Directors of the COMPANY approving such issuance, validly issued, fully
paid and non-assessable and not subject to preemptive rights. Except as
otherwise specified herein, as of the date of execution of this Agreement, there
are no other options, warrants, calls, agreements or other rights to purchase or
otherwise acquire from the COMPANY at any time, or upon the happening of any
stated event, any shares of the capital stock of the COMPANY whether or not
presently issued or outstanding.

    


    The
issuance of the Merger Shares will be in accordance with the provisions of this
Agreement.  On the Closing Date all of the issued and outstanding
shares of Common Stock and all of the Merger Shares to be issued pursuant to
this Agreement will have been duly authorized and validly issued, fully paid and
non-assessable, will have been issued in compliance with all applicable Laws,
and will have been issued free of preemptive rights of any security
holder.  As of the date of this Agreement there are, and as of the
Closing Date there will be, no outstanding or authorized options, warrants,
agreements, commitments, conversion rights, preemptive rights or other rights to
subscribe for, purchase or otherwise acquire or receive any shares of the
COMPANY’s capital stock, nor are there or will there be any outstanding or
authorized stock appreciation, phantom stock, profit participation or similar
rights with respect to the COMPANY or any Common Stock, or any voting trusts,
proxies or other agreements or understandings with respect to the voting of the
COMPANY’s capital stock as of the Closing Date.  There are no
registration rights, and there is no voting trust, proxy, rights plan,
anti-takeover plan or other agreement or understanding to which the COMPANY is a
party or by which it is bound with respect to any equity security of any class
of the COMPANY.

     


    
      
         


      

      
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    Except
for the COMPANY’s 100% interest in Acquisition Subsidiary, neither The COMPANY
nor Acquisition Subsidiary, directly or indirectly, owns any capital stock or
other securities of, or any beneficial ownership interest in, or holds any
equity or similar interest, or has any investment in any corporation, limited
liability company, partnership, limited partnership, joint venture or other
company, person or other entity, including without limitation any Subsidiary of
the COMPANY.  For purposes of this Agreement, a “Subsidiary” of a
company means any entity in which, at the date of this Agreement, such company
or any of its subsidiaries directly or indirectly owns any of the capital stock,
equity or similar interests or voting power

     

    


    (c)           Certificate
of Incorporation, Bylaws, and Minute Books.  The copies of the
Articles of Incorporation and of the Bylaws of the COMPANY which have been
delivered to EXTRA EASE and EWIP respectively are true, correct and complete
copies thereof.  The minute book of the COMPANY, which has been made
available for inspection, contains accurate minutes of all meetings and accurate
consents in lieu of meetings of the Board of Directors (and any committee
thereof) and of the shareholders of the COMPANY since the date of incorporation
and accurately reflects all transactions referred to in such minutes and
consents in lieu of meetings.

    


    (d)           Authority.  The
COMPANY has all requisite power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of the
COMPANY.  No other corporate or shareholder proceedings on the part of
the COMPANY are necessary to authorize the Exchanges, or the other transactions
contemplated hereby.

    


    All
corporate action on the part of each of the COMPANY and Acquisition Subsidiary,
its officers and directors necessary for the (i) due authorization, execution
and delivery of this Agreement and (ii) performance of all obligations of the
COMPANY and/or Acquisition Subsidiary hereunder has been taken as of the date
hereof.  All corporate action of the COMPANY and Acquisition
Subsidiary necessary for the (i) due authorization, execution and delivery of
this Agreement and (ii) performance of all obligations of the COMPANY and/or
Acquisition Subsidiary hereunder has been taken or will be taken prior to the
Closing.  This Agreement has been duly executed by each of the COMPANY
and, assuming the due authorization, execution and delivery by the other parties
thereto, constitutes and will constitute a valid and legally binding obligation
of the COMPANY.

    


    (e)           Conflict
with Other Agreements; Approvals.  The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or the loss of a
material benefit under, or the creation of a lien, pledge, security interest or
other encumbrance on assets (any such conflict, violation, default, right of
termination, cancellation or acceleration, loss or creation, a "violation")
pursuant to any provision of the Articles of Incorporation or Bylaws or any
organizational document of the COMPANY or, result in any violation of any loan
or credit agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to the COMPANY which violation would have a material adverse effect on the
COMPANY taken as a whole.  No consent, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign (a "Governmental Entity") is required by or
with respect to the COMPANY in connection with the execution and delivery of
this Agreement by the COMPANY or the consummation by the COMPANY of the
transactions contemplated hereby.


    
      
         


      

      
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    (f)           Material
Agreements.  The COMPANY is not a party to or bound by any
contracts, including, but not limited to, any:

    


    (b)           employment,
advisory or consulting contract;

     

    (c)           plan
providing for employee benefits of any nature;

     

    (d)           lease
with respect to any property or equipment;

     

    (e)           contract,
agreement, understanding or commitment for any future expenditure in excess of
$5,000 in the aggregate;

     

    (f)           contract
or commitment pursuant to which it has assumed, guaranteed, endorsed, or
otherwise become liable for any obligation of any other person, entity or
organization;

     

    (g)           agreement
with any person relating to the dividend, purchase or sale of securities, that
has not been settled by the delivery or payment of securities when due, and
which remains unsettled upon the date of this Agreement.

     

    None of
the COMPANY or Controlling Shareholders or any of their Affiliates is a party to
any side agreements relating to the Merger

    


    (g)           Books and
Records.  The COMPANY has made and will make available for
inspection by EXTRA EASE and EWIP respectively upon reasonable request all the
books of the COMPANY relating to the business of the COMPANY.  Such
books of the COMPANY have been maintained in the ordinary course of
business.  All documents furnished or caused to be furnished to EXTRA
EASE and EWIP respectively by the COMPANY are true and correct copies, and there
are no amendments or modifications thereto except as set forth in such
documents.

    


    (h)           Compliance
with Laws.  The COMPANY is
and has been in compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and policies imposed by
any Governmental Entity applicable to it, its properties or the operation of its
businesses.

    



    
      
         


      

      
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              (i)

            	
              SEC
      Filings.

            	
              The
      COMPANY has filed all periodic reports required to be filed with the
      Securities and Exchange Commission and as of the date hereof, is current
      in its filing obligations.

            


    

    


    (j)           Financial
Statements and Tax Returns.  Copies of the COMPANY’s audited
financial statements for the fiscal year ended December 31, 2007, its unaudited
financial statements for the period ended Sep 30, 2008, and of its tax return
for the fiscal year 2007 have been delivered to EXTRA EASE and EWIP
respectively.

    


    (k)           Litigation.  There
is no suit, action or proceeding pending, or, to the knowledge of the COMPANY,
threatened against or affecting the COMPANY which is reasonably likely to have a
material adverse effect on the COMPANY, nor is there any judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator outstanding
against the COMPANY having, or which, insofar as reasonably can be foreseen, in
the future could have, any such effect.

    


    (l)           Tax
Returns.  The COMPANY has duly filed any tax reports and
returns required to be filed by it and has fully paid all taxes and other
charges claimed to be due from it by any federal, state or local taxing
authorities. There are not now any pending questions relating to, or claims
asserted for, taxes or assessments asserted upon the COMPANY.

    


    (l)           Financial Statements; SEC
Filings.

    


    
      	
               
      

            	
              (a)

            	
              The
      COMPANY’s financial statements contained in its periodic reports filed
      with the SEC (the “Financial Statements”) have been prepared in accordance
      with GAAP applied on a consistent basis throughout the periods indicated
      and with each other, except that those of the Financial Statements that
      are not audited do not contain all footnotes required by
      GAAP.  The Financial Statements fairly present the financial
      condition and operating results of the COMPANY as of the dates, and for
      the periods, indicated therein, subject to normal year-end audit
      adjustments.  Except as set forth in the Financial Statements,
      the COMPANY has no material liabilities (contingent or
      otherwise).  The COMPANY is not a guarantor or indemnitor of any
      indebtedness of any other person, firm or corporation. The COMPANY
      maintains and will continue to maintain until the Closing a standard
      system of accounting established and administered in accordance with
      GAAP.

            


    

     

    The
COMPANY has timely made all filings with the SEC that it has been required to
make under the Securities Act and the Exchange Act (the “Public
Reports”).  Each of the Public Reports has complied in all material
respects with the applicable provisions of the Securities Act, the Exchange Act,
and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and/or regulations
promulgated thereunder.  None of the Public Reports, as of their
respective dates, contained any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements made therein not
misleading.  To the knowledge of The COMPANY or the Controlling
Shareholders, there is no event, fact or circumstance that would cause any
certification signed by any officer of the COMPANY in connection with any Public
Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect
in any respect.  There is no revocation order, suspension order,
injunction or other proceeding or law affecting the trading of its Common
Stock.  The consummation of the transactions contemplated by this
Agreement do not conflict with and will not result in any violation of any FINRA
or OTC Bulletin Board trading requirement or standard applicable to the COMPANY
or its Common Stock.  All of the issued and outstanding shares of
Common Stock have been issued in compliance with the Securities Act and
applicable state securities laws and no shareholder of the COMPANY has any right
to rescind or other claim against the COMPANY for failure to comply with the
Securities Act or state securities laws.

     


    
      
         


      

      
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    (m)           Tax
Returns, Payments and Elections.  The COMPANY has timely filed
all Tax  returns, statements, reports, declarations and other forms
and documents (including, without limitation, estimated tax returns and reports
and material information returns and reports) (“Tax Returns”) required pursuant
to applicable law to be filed with any Tax Authority.  All such Tax
Returns are accurate, complete and correct in all material respects, and the
COMPANY has timely paid all Taxes due.  The COMPANY has withheld or
collected from each payment made to each of its employees the amount of all
Taxes (including, but not limited to, United States income taxes and other
foreign taxes) required to be withheld or collected therefrom, and has paid the
same to the proper Tax Authority.  For purposes of this Agreement, the
following terms have the following meanings:  “Tax” (and, with
correlative meaning, “Taxes” and “Taxable”) means any and all taxes including,
without limitation, (x) any net income, alternative or add-on minimum tax, gross
income, gross receipts, sales, use, ad valorem, transfer, franchise, profits,
value added, net worth, license, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, environmental or windfall
profit tax, custom, duty or other tax, governmental fee or other like assessment
or charge of any kind whatsoever, together with any interest or any penalty,
addition to tax or additional amount imposed by any United States, local or
foreign governmental authority or regulatory body responsible for the imposition
of any such tax (domestic or foreign) (a “Tax Authority”), (y) any liability for
the payment of any amounts of the type described in (x) as a result of being a
member of an affiliated, consolidated, combined or unitary group for any taxable
period or as the result of being a transferee or successor thereof, and (z) any
liability for the payment of any amounts of the type described in (x) or (y) as
a result of any express or implied obligation to indemnify any other
person.

     

    (n)           No Broker
Fees.  No brokers, finders or financial advisory fees or
commissions will be payable by or to The COMPANY, or Acquisition Subsidiary or
the The Controlling Shareholders or any of their Affiliates with respect to the
transactions contemplated by this Agreement.

     

    (o)           Survival.  Each
of the representations and warranties set forth in this Section shall be deemed
represented and made by The COMPANY, or the Controlling Shareholders, as the
case may be, at the Closing as if made at such time and shall survive the
Closing for a period terminating twelve (12) months after the Closing
Date.

    


    2.2           Representations
and Warranties of EXTRA EASE.  EXTRA EASE
represents and warrants to the COMPANY as follows:

    


    (a)           
Organization,
Standing and Power.  EXTRA EASE is a corporation duly
organized, validly existing and in good standing under the laws of the British
Virgin Islands, has all requisite power and authority to own, lease and operate
its properties and to carry on
its business as now being conducted, and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification
necessary.


    
      
         


      

      
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    (b)           Capital
Structure.  The authorized capital stock of EXTRA EASE consists
of 50,000 shares of Common Stock with par value of US$1.00 per
share.  As of the date of execution of this Agreement, it has a total
of ten thousand (10,000) shares of common stock issued and
outstanding.  All outstanding shares of EXTRA EASE stock are validly
issued, fully paid and nonassessable and not subject to preemptive rights or
other restrictions on transfer.  All of the issued and outstanding
shares of EXTRA EASE were issued in compliance with all applicable
securities laws.  Except as otherwise specified herein, there are no
options, warrants, calls, agreements or other rights to purchase or otherwise
acquire from EXTRA EASE at any time, or upon the happening of any stated event,
any shares of the capital stock of EXTRA EASE.

    


    


    (c)           Certificate
of Incorporation, Bylaws and Minute Books.  The copies of the Articles
of Incorporation and of the other corporate documents of EXTRA EASE which
have been delivered to the COMPANY are true, correct and complete copies
thereof.  The minute books of EXTRA EASE which have been made
available for inspection contain accurate minutes of all meetings and accurate
consents in lieu of meetings of the Board of Directors (and any committee
thereof) and of the shareholders of EXTRA EASE since the date of incorporation
and accurately reflect all transactions referred to in such minutes and consents
in lieu of meetings.

    


    (d)           Authority.  EXTRA
EASE has all requisite power to enter into this Agreement and, subject to
approval of the proposed transaction by the holders of  100% of its
issued and outstanding shares which are entitled to vote to approve the proposed
transaction, has the requisite power and authority to consummate the
transactions contemplated hereby.  Except as specified herein, no
other corporate or shareholder proceedings on the part of EXTRA EASE are
necessary to authorize the Exchange and the other transactions contemplated
hereby.

    


    (e)           Conflict
with Agreements; Approvals.  The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, conflict with, or result in any violation of any provision of the
Certificate of Incorporation or Bylaws of EXTRA EASE or of any loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other agreement,
obligation, instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to EXTRA EASE or
its properties or assets. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is required by
or with respect to EXTRA EASE in connection with the execution and delivery of
this Agreement by EXTRA EASE, or the consummation by EXTRA EASE of the
transactions contemplated hereby.

    



    
      
         


      

      
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    (f)           Financial
Statements.  Copies of EXTRA EASE’s unaudited financial statements for
the fiscal year ended March 31, 2008, and its unaudited interim financial
statements for the period ended September 30, 2008, have been delivered to the
COMPANY.  By execution of this Agreement EXTRA EASE acknowledges and
represents that it will provide the COMPANY with financial statements of EXTRA
EASE for the fiscal year ended March 31, 2009, audited in accordance with US
GAAP within 60 days after the date of closing hereunder.

    


    


    (g)           Books and
Records.  EXTR EASE has made and will make available for
inspection by the COMPANY upon reasonable request all the books of account,
relating to the business of EXTRA EASE.  Such books of account of
EXTRA EASE have been maintained in the ordinary course of
business.  All documents furnished or caused to be furnished to the
COMPANY by EXTRA EASE are true and correct copies, and there are no amendments
or modifications thereto except as set forth in such documents.

    


    (h)           Compliance
with Laws.  EXTRA EASE is and
has been in compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and policies imposed by
any Governmental Entity applicable to it, its properties or the operation of its
businesses.

    


    (i)           Liabilities
and Obligations.  EXTRA EASE has no material liabilities or
obligations (absolute, accrued, contingent or otherwise) except (i) liabilities
that are reflected and reserved against on the EXTRA EASE financial statements
that have not been paid or discharged since the date thereof and (ii)
liabilities incurred since the date of such financial statements in the ordinary
course of business consistent with past practice and in accordance with this
Agreement.

    


    (j)           Litigation.  There is no suit,
action or proceeding pending, or, to the knowledge of EXTRA EASE threatened
against or affecting EXTRA EASE, which is reasonably likely to have a material
adverse effect on EXTRA EASE, nor is there any judgment, decree, injunction,
rule or order of any Governmental Entity or arbitrator outstanding against EXTRA
EASE having, or which, insofar as reasonably can be foreseen, in the future
could have, any such effect.

    


    (k)           Taxes.  EXTRA EASE has
filed or will file within the time prescribed by law (including extension of
time approved by the appropriate taxing authority) all tax returns and reports
required to be filed with all other jurisdictions where such filing is required
by law; and EXTRA EASE has paid, or made adequate provision for the payment of
all taxes, interest, penalties, assessments or deficiencies due and payable on,
and with respect to such periods. EXTRA EASE knows of (i) no other tax returns
or reports which are required to be filed which have not been so filed and (ii)
no unpaid assessment for additional taxes for any fiscal period or any basis
therefore.

    



    
      
         


      

      
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    (l)            Licenses,
Permits; Intellectual Property.  EXTRA EASE owns or possesses
in the operation of its business all material authorizations which are necessary
for it to conduct its business as now conducted.  Neither the
execution or delivery of this Agreement nor the consummation of the transactions
contemplated hereby will require any notice or consent under or have any
material adverse effect upon any such authorizations.

    


    (m)            Subsidiary.   [EXTRA
EASE has a wholly owned subsidiary i.e. EATWARE GLOBAL CORPORATION and EATWARE
GLOBAL CORPORATION owned 100% shares of RONGBAO (NANTONG) ENVIRONMENTAL CO., LTD
, EATWARE ASSETS MANAGEMENT LIMITED, EATWARE INTERNATIONAL LIMITED and EATWARE
FAREAST LIMITED]

    


    


    2.3           Representations
and Warranties of EWIP.  EWIP represents
and warrants to the COMPANY as follows:

    


    (a)           
Organization,
Standing and Power.  EWIP is a corporation duly organized,
validly existing and in good standing under the laws of the British Virgin
Islands, has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted, and is duly
qualified and in good standing to do business in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes such
qualification necessary.

    


    (b)           Capital
Structure.  The authorized capital stock of EWIP consists of
50,000 shares of Common Stock with par value of US$1.00 per share.  As
of the date of execution of this Agreement, it has a total of 50,000 share of
common stock issued and outstanding.  All outstanding share of EWIP
stock is validly issued, fully paid and nonassessable and not subject to
preemptive rights or other restrictions on transfer.  All of the
issued and outstanding share of EWIP was issued in compliance with all
applicable securities laws.  Except as otherwise specified herein,
there are no options, warrants, calls, agreements or other rights to purchase or
otherwise acquire from EWIP at any time, or upon the happening of any stated
event, any shares of the capital stock of EWIP.

    


    (c)           Certificate
of Incorporation, Bylaws and Minute Books.  The copies of the
Articles of Incorporation and of the other corporate documents of EWIP which
have been delivered to the COMPANY are true, correct and complete copies
thereof.  The minute books of EWIP which have been made available for
inspection contain accurate minutes of all meetings and accurate consents in
lieu of meetings of the Board of Directors (and any committee thereof) and of
the shareholders of EWIP since the date of incorporation and accurately reflect
all transactions referred to in such minutes and consents in lieu of
meetings.

    



    
      
         


      

      
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    (d)           Authority.  EWIP
has all requisite power to enter into this Agreement and, subject to approval of
the proposed transaction by the holders of  100% of its issued and
outstanding shares which are entitled to vote to approve the proposed
transaction, has the requisite power and authority to consummate the
transactions contemplated hereby.  Except as specified herein, no
other corporate or shareholder proceedings on the part of EWIP are necessary to
authorize the Exchange and the other transactions contemplated
hereby.

    


    (e)           Conflict
with Agreements; Approvals.  The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, conflict with, or result in any violation of any provision of the
Certificate of Incorporation or Bylaws of EWIP or of any loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other agreement,
obligation, instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to EWIP or its
properties or assets. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is required by
or with respect to EWIP in connection with the execution and delivery of this
Agreement by EWIP, or the consummation by EWIP of the transactions contemplated
hereby.

    


    (f)           Financial
Statements.  Copies of EWIP’s unaudited financial statements for the
fiscal year ended March 31, 2008, and its unaudited interim financial statements
for the period ended September 30, 2008, have been delivered to the
COMPANY.  By execution of this Agreement EWIP acknowledges and
represents that it will provide the COMPANY with financial statements of EWIP
for the fiscal year ended March 31, 2009, audited in accordance with US GAAP
within 60 days after the date of closing hereunder.

    


    


    (g)           Books and
Records.  EWIP has made and will make available for inspection
by the COMPANY upon reasonable request all the books of account, relating to the
business of EWIP.  Such books of account of EWIP have been maintained
in the ordinary course of business.  All documents furnished or caused
to be furnished to the COMPANY by EWIP are true and correct copies, and there
are no amendments or modifications thereto except as set forth in such
documents.

    


    (h)           Compliance
with Laws.  EWIP is and has
been in compliance in all material respects with all laws, regulations, rules,
orders, judgments, decrees and other requirements and policies imposed by any
Governmental Entity applicable to it, its properties or the operation of its
businesses.

    


    (i)           Liabilities
and Obligations.  EWIP has no material liabilities or
obligations (absolute, accrued, contingent or otherwise) except (i) liabilities
that are reflected and reserved against on the EWIP financial statements that
have not been paid or discharged since the date thereof and (ii) liabilities
incurred since the date of such financial statements in the ordinary course of
business consistent with past practice and in accordance with this
Agreement.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    (j)           Litigation.  There is no suit,
action or proceeding pending, or, to the knowledge of EWIP threatened against or
affecting EWIP, which is reasonably likely to have a material adverse effect on
EWIP, nor is there any judgment, decree, injunction, rule or order of any
Governmental Entity or arbitrator outstanding against EWIP having, or which,
insofar as reasonably can be foreseen, in the future could have, any such
effect.

    


    (k)           Taxes.  EWIP has filed or
will file within the time prescribed by law (including extension of time
approved by the appropriate taxing authority) all tax returns and reports
required to be filed with all other jurisdictions where such filing is required
by law; and EWIP has paid, or made adequate provision for the payment of all
taxes, interest, penalties, assessments or deficiencies due and payable on, and
with respect to such periods. EWIP knows of (i) no other tax returns or reports
which are required to be filed which have not been so filed and (ii) no unpaid
assessment for additional taxes for any fiscal period or any basis
therefore.

    


    (l)           Licenses,
Permits; Intellectual Property.  EWIP owns or possesses in the
operation of its business all material authorizations which are necessary for it
to conduct its business as now conducted.  Neither the execution or
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will require any notice or consent under or have any material adverse
effect upon any such authorizations.

    


    (n)          Subsidiary.   [EWIP
does not own any subsidiary.]

    


        2.4              
Representations
and Warranties of the SHAREHOLDERS.  The SHAREHOLDERS
represents and warrants to the COMPANY as follows:

    


    
      	
               
      

            	
              (a)

            	
              Authority.  The
      SHAREHOLDERS have all requisite power to enter into this
      Agreement.

            


    

    


    
      
        	
                 
      

              	
                (b)

              	
                Shares
      Free and Clear.  The shares of EXTRA EASE and EWIP which
      the SHAREHOLDERS own respectively are free and 

              
	 	 	clear
      of any liens, claims, options, charges or encumbrances of any
      nature.


      

    

    


    
      
        	
                 
      

              	
                (c)

              	
                Unqualified
      Right to Transfer Shares.  The SHAREHOLDERS have the
      unqualified right to sell, assign, and deliver the 

              
	 	 	portion
      of the shares of EXTRA EASE and EWIP respectively and, upon consummation
      of the transactions contemplated by this Agreement, the
      COMPANY  will acquire good and valid title to such shares, free
      and clear of all liens, claims, options, charges, and encumbrances of
      whatsoever nature.


      

    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ARTICLE
III

    COVENANTS
RELATING TO CONDUCT OF BUSINESS

    


    3.1           Covenants
of EXTRA EASE, EWIP and THE COMPANY.  During the period from
the date of this Agreement and continuing until the Effective Time, EXTRA EASE,
EWIP and the COMPANY each agree as to themselves (except as expressly
contemplated or permitted by this Agreement, or to the extent that the other
party shall otherwise consent in writing):

    


    (a)           Ordinary
Course.  Each of the COMPANY, EXTRA EASE and EWIP shall carry
on its respective businesses in the usual, regular and ordinary course in
substantially the same manner as heretofore conducted.

    


    (b)           Dividends;
Changes in Stock.  Neither the COMPANY, EXTRA EASE nor EWIP
shall (i) declare or pay any dividends on or make other distributions in respect
of any of its capital stock, or (ii) repurchase or otherwise acquire, or permit
any subsidiary to purchase or otherwise acquire, any shares of its capital
stock.

    


    (c)           Issuance
of Securities.   Except for issuance of shares upon
exercise of currently outstanding options, neither the COMPANY, EXTRA EASE nor
EWIP shall issue, deliver or sell, or authorize or propose the issuance,
delivery or sale of, any shares of its capital stock of any class, any voting
debt or any securities convertible into, or any rights, warrants or options to
acquire, any such shares, voting debt or convertible securities.

    


    (d)           Governing
Documents.  Neither the COMPANY, EXTRA EASE nor EWIP shall
amend or propose to amend its Articles of Incorporation or Bylaws.

    


    (e)           No
Dispositions.  Except for the transfer of assets in the
ordinary course of business consistent with prior practice, neither the COMPANY,
EXTRA EASE nor EWIP shall sell, lease, encumber or otherwise dispose of, or
agree to sell, lease, encumber or otherwise dispose of, any of its assets, which
are material, individually or in the aggregate, to such party.

    


    (f)           Indebtedness.  Neither
the COMPANY, EXTRA EASE nor EWIP shall incur any indebtedness for borrowed money
or guarantee any such indebtedness or issue or sell any debt securities or
warrants or rights to acquire any debt securities of such party or guarantee any
debt securities of others other than in each case in the ordinary course of
business consistent with prior practice.

    


    3.2           Other
Actions.  No party shall take any action that would or is
reasonably likely to result in any of its representations and warranties set
forth in this Agreement being untrue as of the date made (to the extent so
limited), or in any of the conditions to the Exchanges set forth in Article V
not being satisfied.

    


    


    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    


    ARTICLE
IV

    ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS

    


    4.1           Restricted
the COMPANY Shares.  The EXTRA ESAE Exchange Shares and the
EWIP Exchange Shares will not be registered under the Securities Act, but will
be issued pursuant to applicable exemptions from such registration requirements
for transactions not involving a public offering and/or for transactions which
constitute “offshore transactions” as defined in Regulation S under the
Securities Act of 1933.  Accordingly, the EXTRA EASE Exchange Shares
and the EWIP Exchange Shares will constitute "restricted securities" for
purposes of the Securities Act and the holders of EXTRA EASE Exchange Shares and
the EWIP Exchange Shares will not be able to transfer such shares except upon
compliance with the registration requirements of the Securities Act or in
reliance upon an available exemption therefrom.  The certificates
evidencing the EXTRA EASE Exchange Shares and the EWIP Exchange Shares shall
contain a legend to the foregoing effect and the holders of such shares shall
deliver at Closing an Investment Letter acknowledging the fact that the EXTRA
EASE Exchange Shares and the EWIP Exchange Shares are restricted securities and
agreeing to the foregoing transfer restrictions.

    


    4.2           Access to
Information.

    


    Upon
reasonable notice, the COMPANY, EXTRA EASE and EWIP shall each afford to the
officers, employees, accountants, counsel and other representatives of the other
company, access to all the respective properties, books, contracts, commitments
and records of the COMPANY, EXTRA EASE and EWIP and, during such period, each of
the COMPANY, EXTRA EASE and EWIP shall furnish promptly to the other (a) a copy
of each report, schedule, registration statement and other document of the
COMPANY, EXTRA EASE and EWIP and filed or received by it during such period
pursuant to the requirements of Federal or state securities laws and (b) all
other information concerning its business, properties and personnel as such
other party may reasonably request.  Unless otherwise required by law,
the parties will hold any such information which is nonpublic in confidence
until such time as such information otherwise becomes publicly available through
no wrongful act of either party, and in the event of termination of this
Agreement for any reason each party shall promptly return all nonpublic
documents obtained from any other party, and any copies made of such documents,
to such other party.

    


    (a)            Upon
reasonable notice, the EXTRA EASE and EWIP shall each afford to the officers,
employees, accountants, counsel and other representatives of the other company,
access to all the respective properties, books, contracts, commitments and
records of the COMPANY and, during such period, each of the COMPANY, EXTRA EASE
and EWIP shall furnish promptly to the other (a) a copy of each report,
schedule, registration statement and other document of the COMPANY and EWIP and
filed or received by it during such period pursuant to the requirements of
Federal or state securities laws and (b) all other information concerning its
business, properties and personnel as such other party may reasonably
request.  Unless otherwise required by law, the parties will hold any
such information which is nonpublic in confidence until such time as such
information otherwise becomes publicly available through no wrongful act of
either party, and in the event of termination of this Agreement for any reason
each party shall promptly return all nonpublic documents obtained from any other
party, and any copies made of such documents, to such other
party.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    4.3           Legal
Conditions to Exchange.  Each of the COMPANY, EXTRA EASE and
EWIP shall take all reasonable actions necessary to comply promptly with all
legal requirements which may be imposed on itself with respect to the Exchanges
and will promptly cooperate with and furnish information to each other in
connection with any such requirements imposed upon any of them or upon any of
their related entities or subsidiaries in connection with the
Exchanges.  Each party shall take all reasonable actions necessary to
obtain (and will cooperate with each other in obtaining) any consent,
authorization, order or approval of, or any exemption by, any Governmental
Entity or other public or private third party, required to be obtained or made
by the COMPANY, EXTRA EASE or EWIP or any of their related entities or
subsidiaries in connection with the Exchanges or the taking of any action
contemplated thereby or by this Agreement.

    


    4.4           The
COMPANY Board of Directors and Officers.  The current directors
of the COMPANY shall resign after appointing successors designated by EXTRA EASE
and EWIP jointly and after the COMPANY shall have taken the steps necessary to
notify shareholders of the change of directors through filing with the SEC and
mailing to the shareholders of record the information required by Rule 14f-1
under the Securities Exchange Act of 1934.

    


    4.5           Current
Subsidiary of the COMPANY.  The COMPANY shall, simultaneously
with execution of this Agreement, enter into an agreement for disposition of its
interest in Wholly Success Technology Group Limited, its wholly owned
subsidiary.  Such agreement shall provide for closing of the sale or
disposition of WHOLLY SUCCESS TECHNOLOGY GROUP LIMITED, simultaneously with, or
as soon as reasonably possible after, the Closing of the share exchange under
the terms of this Agreement.  The plan should be acceptable, and the
COMPANY can avoid being considered a shell as long as the contract respectively
signed by EXTRA EASE and EWIP is material and EXTRA EASE and EWIP have a
specific plan to proceed with implementation of their business.

    


    4.6           Indemnification
Obligations in favor of the Officers, Directors, Employees and Parent
Controlling Shareholders.  From and after the Closing Date, the
Company and the Controlling Shareholders shall, severally and not jointly, for
each of the COMPANY and the Controlling Shareholders, indemnify and hold
harmless EXTRA EASE, EWIP and the SHAREHOLDERS and their respective officers,
directors, agents, attorneys and employees, and each person, if any, who
controls or may “control” (within the meaning of the Securities Act) any of the
forgoing persons or entities (each such person shall be referred to herein as an
“Indemnified Party”)
against and in respect of any and all Damages suffered, sustained, incurred or
required to be paid by any Indemnified Party arising out of:

    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (i)           any
breach of any representation, warranty, covenant, obligation or other agreement
made by the COMPANY, any of its officers, directors or affiliates;

     

    (ii)           any
acts or omissions by the COMPANY, any of its officers, directors or affiliates
taken or made after the Closing Date; or

     

    (iii)           any
actions or omissions of any of the COMPANY, any of its officers, directors or
affiliates taken in furtherance of the transactions contemplated by this
Agreement.

     

    ARTICLE
V

    CONDITIONS
PRECEDENT

    


    5.1           Conditions
to Each Party's Obligation To Effect the Exchange.  The
respective obligations of each party to effect the Exchanges shall be
conditional upon the filing, occurring or obtainment of all authorizations,
consents, orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by any governmental entity or by any
applicable law, rule, or regulation governing the transactions contemplated
hereby.

    


    5.2           Conditions
to Obligations of the COMPANY.  The obligation of the COMPANY
to effect the Exchanges is subject to the satisfaction of the following
conditions on or before the Closing Date unless waived by the
COMPANY:

    


    (a)           Representations
and Warranties.  The representations and warranties of EXTRA
EASE and EWIP set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and (except to the extent
such representations and warranties speak as of an earlier date) as of the
Closing Date as though made on and as of the Closing Date, except as otherwise
contemplated by this Agreement.

    


    (b)           Performance
of the respective Obligations of EXTRA EASE and EWIP.  EXTRA
EASE and EWIP shall have performed in all material respects all their respective
obligations required to be performed by them under this Agreement at or prior to
the Closing Date.

    


    (c)           Closing
Documents.  The COMPANY shall have received such closing
documents as counsel for the COMPANY shall reasonably request.

    


    
      	
               
      

            	
              (d)

            	
              Consents.  EXTRA
      EASE and EWIP shall have obtained the consent or approval of each person
      whose consent or approval shall be required in connection with the
      transactions contemplated hereby under any loan or credit agreement, note,
      mortgage, indenture, lease or other agreement or instrument, except those
      for which failure to obtain such consents and approvals would not, in the
      reasonable opinion of the COMPANY, individually or in the aggregate, have
      a material adverse effect on EXTRA EASE and EWIP and their respective
      subsidiaries and related entities taken as a whole upon the consummation
      of the transactions contemplated hereby.  EXTRA EASE and EWIP
      shall also have received the approval of their respective shareholders in
      accordance with applicable law.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    (f)           Due
Diligence Review.  The COMPANY shall have completed to its
reasonable satisfaction a review of the business, operations, finances, assets
and liabilities of EXTRA EASE and EWIP and shall not have determined that any of
the representations or warranties of EXTRA EASE and EWIP contained herein are,
as of the date hereof or the Closing Date, inaccurate in any material respect or
that EXTRA EASE or EWIP is otherwise in violation of any of the provisions of
this Agreement.

    


    (g)           Pending
Litigation.  There shall not be any litigation or other
proceeding pending or threatened to restrain or invalidate the transactions
contemplated by this Agreement, which, in the sole reasonable judgment of the
COMPANY, made in good faith, would make the consummation of the Exchanges
imprudent.  In addition, there shall not be any other litigation or
other proceeding pending or threatened against EXTRA EASE or EWIP, the
consequences of which, in the judgment of the COMPANY, could be materially
adverse to EXTRA EASE or EWIP.

    


    5.3           Conditions
to Obligations of EXTRA EASE and EWIP.  The obligations of
EXTRA EASE and EWIP to effect the Exchange are subject to the satisfaction of
the following conditions unless waived by EXTRA EASE and EWIP:

    


    (a)           The
COMPANY’s liabilities.  The COMPANY shall not have any debts or
liabilities more than the sum of US$2,000.00.

    


    (b)           Representations
and Warranties.  The
representations and warranties of the COMPANY set forth in this Agreement shall
be true and correct in all material respects as of the date of this Agreement
and (except to the extent such representations speak as of an earlier date) as
of the Closing Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, EXTRA EASE and EWIP shall have
received a certificate signed on behalf of the COMPANY by the President to such
effect.

    


    (c)           Performance
of Obligations of the COMPANY.  The COMPANY shall have
performed in all material respects all obligations required to be performed by
it under this Agreement at or prior to the Closing Date, and EXTRA EASE and EWIP
shall have received a certificate signed on behalf of the COMPANY by the
President to such effect.

    


    (d)           Closing
Documents.  EXTRA EASE and EWIP shall have received such
certificates and other closing documents as counsel for EXTRA EASE and EWIP
shall reasonably request.

    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (e)           Consents.  The
COMPANY shall have obtained the consent or approval of each person whose consent
or approval shall be required in connection with the transactions contemplated
hereby.

    


    (f)           Due
Diligence Review.  EXTRA EASE and EWIP shall have completed to
its reasonable satisfaction a review of the business, operations, finances,
assets and liabilities of the COMPANY and shall not have determined that any of
the representations or warranties of the COMPANY contained herein are, as of the
date hereof or the Closing Date, inaccurate in any material respect or that the
COMPANY is otherwise in violation of any of the provisions of this
Agreement.

    


    (g)           Pending
Litigation.  There shall not be any litigation or other
proceeding pending or threatened to restrain or invalidate the transactions
contemplated by this Agreement, which, in the sole reasonable judgment of EXTRA
EASE and EWIP, made in good faith, would make the consummation of the Exchange
imprudent.  In addition, there shall not be any other litigation or
other proceeding pending or threatened against the COMPANY the consequences of
which, in the judgment of EXTRA EASE and EWIP, could be materially adverse to
the COMPANY.

    


    


    ARTICLE
VI

    TERMINATION
AND AMENDMENT

    


    6.1           Termination.  This
Agreement may be terminated at any time prior to the Effective
Time:

    


    (a)           by
overall consent of the COMPANY, EXTRA EASE and EWIP;

    


    (b)           by
any of the COMPANY, EXTRA EASE and EWIP if there has been a material breach of
any representation, warranty, covenant or agreement on the part of the other set
forth in this Agreement which breach has not been cured within five (5) business
days following receipt by the breaching party of notice of such breach, or if
any permanent injunction or other order of a court or other competent authority
preventing the consummation of the Exchanges shall have become final and
non-appealable; or

    


    (c)           by
any of the COMPANY, EXTRA EASE and EWIP if the Exchanges shall not have been
consummated before 31th March
2009 unless which is mutually agreed by the all parties concerned to extend to
another date.

    


    6.2           Effect of
Termination.  In the event of termination of this Agreement by
any of EXTRA EASE, EWIP or the COMPANY as provided in Section 6.1, this
Agreement shall forthwith become void and there shall be no liability or
obligation on the part of any party hereto.  In such event, all costs
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such
expenses.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    6.3           Amendment.  This
Agreement may be amended by the agreement of THE COMPANY, EXTRA EASE and EWIP,
provided that any such amendment must authorized by their respective Boards of
Directors, and to the extent required by law, approved by their respective
shareholders.   Any such amendment must be by an instrument in
writing signed on behalf of each of the parties hereto.

    


    6.4           Extension;
Waiver.  At any time prior to the Effective Time, the parties
hereto, by action taken or authorized by their respective Board of Directors,
may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto and (c) waive compliance with any of the
agreements or conditions contained herein.  Any agreement on the part
of a party hereto to any such extension or waiver shall be valid only if set
forth in a written instrument signed on behalf of such party.

    


    ARTICLE
VII

    GENERAL
PROVISIONS

    


    7.1           Survival
of Representations, Warranties and Agreements.  All of the
representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective Time
for a period of three years from the date of this Agreement.

    


    7.2           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (which is confirmed) or mailed
by registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):

    


    
      	
               
      

            	
              (a)

            	
              If
      to the COMPANY:

            


    

    
      	
               
      

            	
              488
      Wai Qing Song Road

            


    

    
      	
               
      

            	
              Waigang
      Town,

            


    

    
      	
               
      

            	
              Jiading
      District,

            


    

    
      	
               
      

            	
              Shanghai,

            


    

     

    
      	
               
      

            	
              People
      Republic China

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      to EXTRA EASE:

            


    

    
      	
               
      

            	
              23rd
      Floor, Westin Centre,

            


    

    
      	
               
      

            	
              26
      Hung To Road, Kwun Tong,

            


    

    
      	
               
      

            	
              Kowloon,
      Hong Kong

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      to EWIP:

            


    

    
      	
               
      

            	
              23rd
      Floor, Westin Centre,

            


    

    
      	
               
      

            	
              26
      Hung To Road, Kwun Tong,

            


    

    
      	
               
      

            	
              Kowloon,
      Hong Kong

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


    7.3           Interpretation.  When
a reference is made in this Agreement to Sections, such reference shall be to a
Section of this Agreement unless otherwise indicated.  The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.  Whenever
the words "include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation".  The
phrase "made available" in this Agreement shall mean that the information
referred to has been made available if requested by the party to whom such
information is to be made available.

    


    7.4           Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

    


    7.5           Entire
Agreement; No Third Party Beneficiaries; Rights of
Ownership.  This Agreement (including the documents and the
instruments referred to herein) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof, and is not intended to confer
upon any person other than the parties hereto any rights or remedies
hereunder.

    


    7.6           Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of Nevada without regard to principles of
conflicts of law.  Each party hereby irrevocably submits to the
jurisdiction of any Nevada state court or any federal court in the State of
Nevada in respect of any suit, action or proceeding arising out of or relating
to this Agreement, and irrevocably accept for themselves and in respect of their
property, generally and unconditionally, the jurisdiction of the aforesaid
courts.

    


    7.7           No Remedy
in Certain Circumstances.  Each party agrees that, should any
court or other competent authority hold any provision of this Agreement or part
hereof or thereof to be null, void or unenforceable, or order any party to take
any action inconsistent herewith or not to take any action required herein, the
other party shall not be entitled to specific performance of such provision or
part hereof or thereof or to any other remedy, including but not limited to
money damages, for breach hereof or thereof or of any other provision of this
Agreement or part hereof or thereof as a result of such holding or
order.

    


    7.8           Publicity.  Except
as otherwise required by law or the rules of the SEC, so long as this Agreement
is in effect, no party shall issue or cause the publication of any press release
or other public announcement with respect to the transactions contemplated by
this Agreement without the written consent of the other party, which consent
shall not be unreasonably withheld.

    


    7.9           Assignment.  Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other
parties.  Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, this
Agreement for Share Exchange has been signed by the parties set forth below as
of the date set forth above.

    


    
      	 
      	
              EXTRA
      EASE LIMITED

            
	 
      	 
      
	 
      	
               

               

              By:__________________________________

               

                      Date

            
	 
      	 
      
	 
      	
              EATWARE
      INTELLECTUAL PROPERTIES LIMITED

            
	 
      	 
      
	 
      	
               

               

              By:__________________________________

               

                        Date

            
	 
      	
               

               

              CHINA
      SHOE HOLDINGS, INC.

               

               

               

              By:____________________________

               

              Date

               

            


    

    



    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


    
      
        
          	 
      	
                  GU
      XIANZHONG

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  BY
      :_______________________

                
	 	 
	 
      	
                  Date
      :

                
	 
      	 
      
	 
      	
                  COURDREY
      TRADING LIMITED

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  BY
      :_______________________

                
	 
      	 
      
	 
      	
                  Date
      :

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  GRASSWIND
      INVESTMENTS LIMITED

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  BY
      :_______________________

                
	 
      	 
      
	 
      	
                  Date
      :

                


        

      

    

    



    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    


    
      
        
          	 
      	
                  LEE
      KIN LAI

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  _______________________

                
	 
      	 
      
	 
      	
                  Date
      :

                
	 
      	 
      
	 
      	 
      
	 
      	
                  LAU
      WAI YI

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  _______________________

                
	 
      	 
      
	 
      	
                  Date
      :

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  LEE
      WAI CHING JESSICA

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  _______________________

                
	 
      	 
      
	 
      	
                  Date
      :

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  LAM
      SAI NA

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  _______________________

                
	 	 
	 
      	
                  Date
      :

                


        

      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


    
      
        
          	 
      	
                  NI
      YE WU

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  _________________________________

                
	 	 
	 
      	
                  Date
      :

                


        

      

    

    


    



    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    SHAREHOLDERS
OF EXTRA EASE and EWIP

    


    


    


    EXTRA
EASE: COURDREY TRADING LIMITED(100%), a British Virgin Islands
corporation

    


    EWIP:
GRASSWIND INVESTMENTS LIMITED (95%), a British Virgin Islands corporation, LEE
KIN LAI (1%), NI YE WU (1%), LAM SAI NA (1%), LEE WAI CHING JESSICA (1%), LAU
WAI YI (1%)


    
      
         


      

      
        25