CHINA
      AGRO SCIENCES CORP.

    2006
      NON-QUALIFIED 

    STOCK
      GRANT AND OPTION PLAN

     

    1. PURPOSE:
      This
      Non-Qualified Stock Grant and Option Plan (the “Plan”) is intended to serve as
      an incentive to and to encourage stock ownership by certain directors, officers,
      employees of and certain persons rendering service to China Agro Sciences Corp.,
      a Florida corporation (the “Corporation”), so that they may acquire or increase
      their proprietary interest in the success of the Corporation, and to encourage
      them to remain in the Corporation’s service.

     

    2. ADMINISTRATION:
      The
      Plan shall be administered by a committee appointed by the Corporation’s Board
      of Directors (the “Committee”). The Committee shall consist of not less than
      three (3) members who shall be appointed by, and serve at the pleasure of,
      the
      Corporation’s Board of Directors. The Board of Directors may from time to time
      remove members from, or add members to, the Committee. Vacancies on the
      Committee, however caused, shall be filled only by the Board of Directors.
      The
      Committee shall select one of its members as Chairman, and shall hold meetings
      at such times and places as it may determine. Acts by a majority of the
      Committee in a meeting at which a quorum is present and acts approved in writing
      by a majority of the members of the Committee shall be the valid acts of the
      Committee. No member of the Committee shall vote on any matter concerning his
      or
      her own participation in the Plan, except that the Board of Directors as a
      whole
      may act on options granted to directors. If no Committee has been appointed,
      the
      entire Board shall constitute the Committee.

     

    The
      Committee shall be authorized to grant stock and/or options under the Plan
      to
      such directors, officers, employees of and other persons rendering service
      to
      the Corporation or any parent or subsidiary corporation of the Corporation,
      as
      defined for purposes of Internal Revenue Code Section 422A (“Parent or
      Subsidiary”), at such times and in such amounts as it may decide.

     

    The
      interpretation and construction by the Committee of any provisions of the Plan
      or of any option granted under it shall be final unless otherwise determined
      by
      the Board of Directors. No member of the Committee or Board of Directors shall
      be liable for any action or determination made in good faith with respect to
      the
      Plan or any option granted under it.

     

    3. ELIGIBILITY

     

    3.1. General:
      Any
      person who performs services of special importance to the Corporation, or any
      Parent or Subsidiary thereof, relating to the Corporation’s management,
      operation or development, shall be eligible to receive stock or options under
      the Plan. The selection of stock and/or options received shall be within the
      sole and absolute discretion of the Committee, or the Board of
      Directors.

     

    3.2. Termination
      of Eligibility:
      Any
      option granted hereunder shall expire if, for any reason other than his or
      her
      death, the optionee (i) ceases to be employed by the Corporation or a Parent
      or
      Subsidiary thereof; (ii) is no longer a member of the Corporation’s Board of
      Directors; or (iii) no longer performs services for the Corporation as an
      independent contractor. The expiration will take effect at the earliest of
      the
      following times: four (4) months from the date of the occurrence causing
      termination of eligibility (twelve (12) months if the optionee’s eligibility
      ceases because of his or her disability), or upon the date the option expires
      by
      its terms. During such four-month period, the option may be exercised in
      accordance with its terms, but only in respect to the number of shares for
      which
      the right to exercise has accrued on the date of termination of employment,
      or
      status as a director or independent contractor. The Committee shall decide
      whether an authorized leave of absence or absence for military or governmental
      service, or absence for any other reason, shall constitute termination of
      eligibility for purposes of this Section. This determination shall be subject
      to
      review by the Board of Directors.

     

    
      
        
        

      

      
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    3.3. Death
      of Optionee and Transfer of Option:
      If the
      optionee dies while eligible to participate in the Plan, or within four (4)
      months after the termination of his or her eligibility, and shall not have
      fully
      exercised the option, the option may be exercised at any time within twelve
      (12)
      months after the optionee’s death by the optionee’s executors or administrators
      or by any person or persons who acquired the option directly from the optionee
      by bequest or inheritance. However, no option shall be exercisable after it
      expires; and options may be exercised only to the extent that the optionee’s
      right to exercise the option had accrued at the time of his or her death and
      had
      not been previously exercised.

     

    No
      option
      shall be transferable by the optionee otherwise than by will or the laws of
      intestate succession.

     

    4. IDENTIFICATION
      OF STOCK:
      The
      stock subject to grant and the options shall be shares of the Corporation’s
      authorized but unissued or acquired or reacquired Common Stock, par value $0.001
      (the “Stock”). The aggregate number of shares subject to outstanding options
      shall not exceed one million (1,000,000) shares of Stock (subject to adjustment
      as provided in Section 5.6). If any option granted hereunder shall expire or
      terminate for any reason without having been exercised in full, the unpurchased
      shares subject thereto shall again be available for purposes of this
      Plan.

     

    5. TERMS
      AND CONDITIONS OF OPTIONS:
      Any
      option granted pursuant to the Plan shall be evidenced by an agreement in such
      form as the Committee shall from time to time determine, which agreement shall
      comply with and be subject to the following terms and conditions:

     

    5.1. Number
      of Shares:
      Each
      option shall state the number of shares to which it pertains.

     

    5.2. Option
      Exercise Price:
      Each
      option shall state the option price, which shall be not
      less
      than 100% of the fair market value of the Stock subject to the option on the
      date of granting the option, unless otherwise determined
      at the Committee’s discretion.

     

    5.3. Method
      of Exercise:
      An
      option shall be exercised by written notice to the Corporation stating the
      number of shares with respect to which the option is being exercised and
      designating a time for the delivery thereof, which shall be not more than
      fifteen (15) days after notice is given unless another date was mutually agreed
      upon. At the time specified in the notice, the Corporation shall deliver to
      the
      optionee at the Corporation’s principal office, or other appropriate place the
      Committee determines, a certificate(s) for such shares of previously authorized
      but unissued shares or acquired or reacquired shares of Stock as the Corporation
      may elect. Notwithstanding the foregoing, the Corporation may postpone delivery
      of any certificate(s) after notice of exercise for any reasonable period
      required to comply with any applicable listing requirements of any national
      or
      other securities exchange. In the event an option shall be exercisable by any
      person other than the optionee, the required notice under this section shall
      be
      accompanied by appropriate proof of such person’s right to exercise the
      option.

     

    
      
        
        

      

      
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    5.4. Medium
      and Time Payment:
      The
      option price shall be payable in full upon the exercise of the option by
      certified or bank cashier’s check, the promissory note of the optionee (if
      allowable under applicable securities laws), or any equivalent form of payment
      acceptable to the Corporation.

     

    5.5. Term
      of Option:
      The
      term of an option granted hereunder shall be determined by the Committee at
      the
      time of grant, but shall not exceed ten (10) years from the day of the grant.
      In
      no event shall any option be exercisable after the expiration of its
      term.

     

    5.6. Adjustments
      Upon Changes in Capitalization:
      Subject
      to any required shareholder action, the number of shares of stock covered by
      each outstanding option and the price per share in each such option shall be
      proportionately adjusted for any increase or decrease in the number of issued
      shares of Stock of the Corporation resulting from: (i) a subdivision or
      consolidation of shares; (ii) the payment of a stock dividend (but only on
      the
      Stock); (iii) any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Corporation; (iv) or, as to
      Stock issued other than pursuant to a stock option granted to a director,
      officer, employee or a person rendering services as an independent contractor
      to
      the Corporation or any Parent or Subsidiary, any increase or decrease in the
      number of shares made for per-share consideration less than the option price
      of
      such option. Any fraction of a share subject to option that would otherwise
      result from an adjustment pursuant to this subparagraph shall be rounded
      downward to the next full number of shares without other compensation or
      consideration to the holder of the option.

     

    Subject
      to any required shareholder action, if the Corporation shall be the surviving
      corporation in any merger or consolidation, each outstanding option shall
      pertain and apply to the securities to which a holder of the number of shares
      of
      Stock subject to the option would have been entitled. The Corporation’s Board of
      Directors may grant each optionee the right to exercise his or her option in
      whole or in part immediately prior to the Corporation’s dissolution or
      liquidation, or merger or consolidation in which the corporation is not the
      surviving corporation. If the Corporation is consolidated with or merged into
      any other corporation, or if the Corporation sells or transfers all or
      substantially all of its assets, or if any other similar event affecting shares
      of Stock of the Corporation should occur, and if the exercisability of the
      options is not accelerated by the Board of Directors and the acquiring
      Corporation assumes the Corporation’s obligations under the options granted
      under this Plan, then each optionee shall be entitled thereafter to purchase
      shares of stock and other securities and property in the kind and amount, and
      at
      the price, which the optionee would have been entitled had his or her option
      been exercised prior to such event. The Corporation shall make lawful provision
      therefore as part of any such transaction.

     

    To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Corporation, they shall be made by the Committee, whose determinations shall
      be
      final, binding and conclusive.

     

    The
      grant
      of an option pursuant to the Plan shall not affect in any way the Corporation’s
      right or power to make adjustments, reclassifications, reorganizations or
      changes of its capital or business structure, or to merge or to consolidate
      or
      to dissolve, liquidate or sell, or transfer all or any part of its business
      or
      assets.

     

    Whenever
      the Corporation takes any action resulting in any adjustment provided for in
      this Section 5.6, the Corporation shall forthwith deliver notice of the action
      to optionee. The notice shall set forth the number of shares subject to this
      Option and the purchase price thereof resulting from the
      adjustment.

     

    
      
        
        

      

      
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    5.7. Rights
      as a Shareholder:
      An
      optionee or a transferee of an option shall have no rights as a shareholder
      with
      respect to any shares underlying his or her option until the date the optionee
      is issued a certificate for such shares. No adjustment shall be made for
      dividends (ordinary or extraordinary, whether in cash, securities or other
      property) or distributions or other rights for which the record date is prior
      to
      the date such stock certificate is issued, except as provided in Section 5.6
      above.

     

    5.8. Modification,
      Extension and Renewal of Options:
      Subject
      to the terms and conditions and within the limitations of the Plan, the
      Committee may modify, extend or renew outstanding options granted under the
      Plan, or accept the surrender of outstanding options (to the extent not
      theretofore exercised) and authorize the granting of new options in substitution
      therefore (to the extent not theretofore exercised).

     

    5.9. Other
      Provisions:
      The
      option agreements authorized under the Plan shall contain such other provisions,
      including without limitation, restrictions upon the exercise of the option,
      as
      the Committee and the Board of Directors of the Corporation shall deem
      advisable. Thus, for example, the Committee and the Board of Directors may
      require that all or any portion of an option granted hereunder not be
      exercisable until a specified period of time has passed or some other event
      has
      occurred.

     

    6. TERM
      OF PLAN:
      Options
      may be granted pursuant to the Plan from time to time within a period of ten
      (10) years from the date the Plan is adopted by the Corporation’s Board of
      Directors or is approved by the Corporation’s shareholders, whichever occurs
      earlier. Termination of the Plan shall not affect any option previously
      granted.

     

    7. AMENDMENT
      OF THE PLAN:
      To the
      extent permitted by law and subject to any required approval by the
      Corporation’s shareholders, the Board of Directors may suspend or discontinue
      the Plan or revise or amend it in any way with respect to any shares not subject
      to options at that time.

     

    8. APPLICATION
      OF FUNDS:
      The
      proceeds received by the Corporation from the sale of Stock pursuant to options
      may be used for general corporate purposes.

     

    9. NO
      OBLIGATION TO EXERCISE OPTION:
      The
      granting of an option shall impose no obligation upon the optionee to exercise
      such option.

     

    10. SECURITIES
      LAWS COMPLIANCE:
      Notwithstanding anything contained herein, the Corporation shall not be
      obligated to grant any option under this Plan, or to sell or issue any share
      pursuant to any option agreement executed pursuant to the Plan, unless the
      grant
      or sale is effectively registered or exempt from registration under the
      Securities Act of 1933, as amended, and is qualified or exempt from
      qualification under any applicable state securities laws.

     

    As
      adopted by the Board of Directors on July 11, 2006.

     

    
      	 	 	 
	 	China
              Agro
              Sciences Corp., 
a Florida corporation
	 	 
	 	 
	 	/s/ Zhengquan
              Wang                     
              
	 	
              

              By:  Zhengquan
              Wang                   
               
	 	Its: Chief Executive
              Officer           
              


    

     

     

    
      
         

      

      
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