CONSULTING
      AGREEMENT

    


    AGREEMENT
      made as
      of June 29, 2007, by and between China Venture Partners, Inc., a Delaware
      corporation with offices at 80 Wall Street - Suite 212, New York, New York
      10005
      (hereinafter referred to as "Consultant") and China Shoe Holdings, Inc., a
      Nevada corporation "Company").

     

    WHEREAS,
      the
      Company desires to continue to obtain the benefit of the services of Consultant
      to provide the services hereinafter set forth during a six month period
      commencing June 1, 2007 and ending December 1, 2007; and

     

    WHEREAS,
      Consultant desires to render such services to the Company; 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and conditions herein contained and the
      acts herein described, it is agreed between the parties as follows:


    1.  The
      Company hereby engages and retains Consultant and Consultant hereby agrees
      to
      render services and advice to the Company, for a six (6) month period commencing
      June 1, 2007 and ending December 1, 2007.

     

    2.  The
      services to be rendered by Consultant shall consist of advice and opinions
      to
      the Company concerning, but not limited to, consulting with management
      concerning relations with broker-dealers, availability of opportunities to
      expand the Company's investor base, support and strategic planning for the
      Company's relationships with investors and the financial community introductions
      to research analysts as well as aid in preparing presentations to the investment
      community. Consultant may also seek and evaluate acquisition candidates for
      the
      Company. Consultant shall have the sole discretion as to the form, manner and
      place in which said advice shall be given and the amount of time to be devoted
      to serve under this Agreement. Except as provided hereinafter, an oral opinion
      by Consultant to the Company shall be considered sufficient compliance with
      the
      requirements of this paragraph. From time to time, however, the Company may
      request that Consultant render a written report in connection with specific
      advice it may give to the Company and Consultant shall submit such report in
      writing. Consultant shall devote to the Company only such time as it may deem
      necessary, and when reasonably requested by the Company, and shall not by this
      Agreement be prevented or barred from rendering services of the same or similar
      nature, as herein described, or services of any nature whatsoever for or on
      behalf of persons, firms or corporations other than the Company. The Company
      recognizes the Consultant provides services to other clients. Consultant agrees
      and acknowledges that none of the services to be performed by it under this
      Agreement involve or include the offer or sale of securities in a
      capital-raising transaction or advice with respect to mergers or acquisitions.
      The Company acknowledges that it has already received substantial services
      from
      the Consultant and its beneficial owners.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  The
      Company shall compensate the Consultant for the availability of its services
      during the six month period of this Agreement by:

     

    (i) The
      issuance of 15, 185,000 shares of its common stock, par value $.001 (the
“Shares”). The Shares shall be deemed fully paid and earned on issuance. The
      parties agree that the shares shall have a value equal to their par value and
      an
      aggregate value of $15,185. Consultant may reassign all or a portion of the
      Shares to designees, provided the same make suitable investment representations;
      

     

    (ii) In
      connection with any Merger or other Acquisition where the acquired company
      was
      introduced to the Company by the Consultant payment, in cash, upon the closing
      of the transaction (unless the Consultant and the Company shall mutually agree
      to a payment other than in cash) based upon the value of the transaction with
      any of the Company’s securities being valued at their market value at the time
      of the transaction based on the following formula:

     

    
      	 	 	
              (A)

            	
              5%
                of the first one million ($1,000,000) dollars of the value of the
                transaction;

            


    

    
      	 	
              (B)

            	
              4%
                of the amount of the value of the transaction in excess of one million
                ($1,000,000) dollars up to and including two million ($2,000,000)
                dollars;

            


    

    
      	 	
              (C)

            	
              3%
                of the amount of the value of the transaction in excess of two million
                ($2,000,000) dollars up to and including three million ($3,000,000)
                dollars;

            


    

    
      	 	
              (D)

            	
              2%
                of the amount of the value of the transaction in excess of three
                million
                ($3,000,000) dollars up to and including four million ($4,000,000)
                dollars; and

            


    

    
      	 	 	
              (E)

            	
              1%
                of the amount of the value of the transaction in excess of four million
                ($4,000,000) dollars.

            


    

     

    The
      payment of fees under this sub-paragraph (ii) shall apply to any merger or
      acquisition which is consummated with any party introduced to the Company be
      the
      Consultant during the term of this Agreement or within two years
      thereafter.

     

    For
      purposes of this Agreement, “Merger or Acquisition” means (A) any transaction or
      series of transactions whereby, directly or indirectly, (i) 50% of the assets,
      revenues or income of the Company or any of its subsidiaries or affiliates
      or
      (ii) more than 50% of the capital stock of the Company or any of its
      subsidiaries or affiliates is acquired, licensed or leased, with or without
      a
      purchase option, by another party or parties or is transferred to another party
      or parties in any manner, including by way of stock purchase, sale, or exchange,
      merger, consolidation, reorganization, recapitalization, liquidation, joint
      venture or partnership, minority investment, tender or exchange offer, open
      market or negotiated purchase or any similar transaction or any combination
      of
      the foregoing or (B) any transaction or series of transactions whereby, directly
      or indirectly, (i) 50% of the assets, revenues or income of any other entity
      or
      (ii) more than 50% of the capital stock of any other entity is acquired,
      licensed or leased, with or without a purchase option, by the Company or any
      of
      its subsidiaries or affiliates or is transferred to the Company or any of its
      subsidiaries or affiliates in any manner, including by way of stock purchase,
      sale, or exchange, merger, consolidation, reorganization, recapitalization,
      liquidation, joint venture or partnership, minority investment, tender or
      exchange offer, open market or negotiated purchase or any similar transaction
      or
      any combination of the foregoing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (iii) The
      Company shall not be liable for out of pocket expenses of the Consultant unless
      approved in advance by the Company. The Company shall reimburse the Consultant
      for any approved out-of-pocket disbursements and expenses in connection with
      services rendered, upon submission of substantiation therefore.

     

    4. The
      Company agrees to indemnify and hold harmless Consultant, its officers,
      directors, employees and agents and each person, if any who controls the
      Consultant, against any and all loss, liability, claim, damage and expense
      whatsoever (including but not limited to attorneys' fees and any and all expense
      whatsoever reasonably incurred in investigating, preparing or defending against
      any litigation, commenced or threatened, or any claim whatsoever) arising out
      of
      or based upon any untrue or alleged untrue statement of a material fact
      contained (i) in any information provided to Consultant by the Company or (ii)
      arising out of Consultant’s services.

     

    If
      any
      action is commenced against the Consultant or any of its officers, directors,
      employees, agents or controlling persons (an indemnified party) in respect
      of
      which indemnity may be sought against the Company pursuant to the foregoing
      paragraph, such indemnified party or parties shall promptly notify the
      indemnifying party in writing of the commencement of such action and the
      indemnifying party shall assume the defense of such action, including the
      employment of counsel (satisfactory to such indemnified party or parties) and
      payment of expenses. Such indemnified party or parties shall have the right
      to
      employ its or their own counsel in any such case but the fees and expenses
      of
      such counsel shall be at the expense of such indemnified party in connection
      with the defense of such action or the indemnifying party or parties unless
      the
      employment of such counsel shall have been authorized in writing by the
      indemnifying party in connection with the defense of such action or the
      indemnifying party shall not have employed counsel to have charge of the defense
      of such action or such indemnified party or parties shall have reasonably
      concluded that there may be defenses available to it or them which are different
      from or additional to those available to the indemnifying party (in which case
      the indemnifying party shall not have the right to direct the defense of such
      action on behalf of the indemnified party or parties), in any of which events
      such fees and expenses shall be borne by the indemnifying party. Anything in
      this paragraph to the contrary notwithstanding, the Company shall not be liable
      for any settlement of any such claim or action effected without its written
      consent. The Company agrees promptly to notify the Consultant of the
      commencement of any litigation or proceeding against the Company or any of
      its
      officers or directors in connection with any matter covered by the services
      to
      be rendered by Consultant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    None
      of
      Consultant its officers, directors, employees, affiliates, subsidiaries, agents
      or controlling persons shall have any liability to the Company, its subsidiaries
      or affiliates or any person asserting a claim on behalf of or in the right
      of
      the Company or its subsidiaries or affiliates in connection with or as a result
      of Consultant’s engagement hereunder or any matter referred to herein, except to
      the extent that a loss, claim, liability, damage or expense incurred by the
      Company or its subsidiary or affiliate is finally determined by a court of
      competent jurisdiction to have resulted from the gross negligence or willful
      misconduct or fraud of the person or entity performing services hereunder.
      The
      Company, for itself and for anyone claiming through it or in its name or on
      behalf of its security holders or other owners irrevocably waives any right
      it
      may have to a trial by jury with respect to relative to or arising under this
      Agreement or Consultant’s engagement hereunder. Without the prior written
      consent of Consultant, which shall not be unreasonably withheld, the Company
      shall not settle, compromise, or consent to the entry of a judgement in any
      pending or threatened claim, action or proceeding if, following such event,
      indemnity against the Consultant or its officers, directors, employees
      affiliates subsidiaries, agents, or controlling persons may be
      sought.

     

      5. The
      Company agrees that in the event it shall seek any debt or equity financing
      during the term of this agreement, it shall, before proceeding with such
      financing, offer the same to Consultant by a written notice addressed to
      Consultant at the address. Consultant shall, upon receipt of such notice, have
      thirty days to determine whether it shall arrange financing for the Company
      on
      similar terms. If Consultant does not determine to exercise its right of first
      refusal as provided herein and the Company may go forward with such financing.
      However, if the terms of such financing thereafter materially change, the
      Company shall again offer such financing to Consultant pursuant to this right
      of
      first refusal. In the event Consultant is able to arrange financing under this
      paragraph, or otherwise arrange financing for the Company, Consultant shall
      receive, at nominal cost, warrants to purchase 15% of the money raised at the
      same terms as such financing. The Company represents that it will obtain waivers
      of any conflicting rights of first refusal within thirty days of the date
      hereof. This right of first refusal shall be subordinate to any right of first
      refusal granted to the underwriter of the Company’s initial public
      offering.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. This
      instrument contains the entire agreement of the parties. There are no
      representations or warranties other than as contained herein, and there shall
      not be any liability to Consultant for any services rendered to the Company
      pursuant to the terms of this Agreement. No waiver or modification hereof shall
      be valid unless executed in writing with the same formalities as this Agreement.
      Waiver of the breach of any term or condition of this Agreement shall not be
      deemed a waiver of any other of subsequent breach, whether of like or of a
      different nature. 

     

    7. This
      Agreement shall be construed according to the laws of the State of New York
      as
      they are applied to agreements executed and to be performed entirely within
      such
      State and shall be binding upon the parties hereto, their successors and
      assigns. 

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused these presents to be signed and their respective
      seals to be hereunto affixed the day and year first above written. 

    
      	 	 	 
	 	China
              Venture
              Partners, Inc.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Haining
              Zhang, President
	 	
            


    

    
      	 	 	 
	 	China
              Shoe
              Holdings, Inc.
	 
 	 
 	 
 
	 	By:  	/s/