[FORM
      OF]

    


    CHINA
      AGRO SCIENCES CORP.

    


    Common
      Stock Purchase Agreement

    Under
      2006 Non-Qualified Stock Grant and Option Plan

     

    THIS
      AGREEMENT is dated as of _______________, 20__, between China Agro Sciences
      Corp., a Florida corporation (the “Company”), and _________________________
      (“Purchaser”).

     

    WITNESSETH:

     

    WHEREAS,
      pursuant to the terms of a _________________________ Agreement dated
      ________________, 20__, by and between Purchaser and the Company (the
“_____________ Agreement”), the Company has agreed to issue to Purchaser
      _______________ shares of the Company’s common stock in exchange for
      __________________________________________.

     

    WHEREAS,
      pursuant to the terms hereof, Purchaser desires to purchase shares of the
      Company as herein described, on the terms and conditions set forth in this
      Agreement and the China Agro Sciences Corp. 2006 Non-Qualified Stock Grant
      and
      Option Plan (the “Plan”). Certain capitalized terms used in this Agreement are
      defined in the Plan.

     

    NOW,
      THEREFORE, it is agreed between the parties as follows:

     

    
      	1.  	
              PURCHASE
                OF SHARES.

            


    

     

    Purchaser
      hereby agrees to purchase from the Company and the Company agrees to sell and
      issue to Purchaser ________________ shares of the Company’s common stock (the
“Stock”) in exchange for ________________ valued by the Company at
      $___________
      per the
      terms of the ____________________ Agreement. Vesting of the Stock shall be
      governed by the ______________ Agreement. The closing hereunder (the “Closing”)
      shall occur at the offices of the Company on the date hereof, or such other
      time
      and place as may be designated by the Company (the “Closing Date”).
      The
      Purchaser’s interest in the Stock shall be fully vested as of the Closing
      Date.

     

    
      	2.  	
              PURCHASER’S
                INVESTMENT
                REPRESENTATIONS.

            


    

     

    This
      Agreement is made with Purchaser in reliance upon Purchaser’s representation to
      the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the
      Stock which Purchaser will receive will be acquired with Purchaser’s own funds
      for investment for an indefinite
      period for Purchaser’s own account, not as a nominee or agent, and not with a
      view to the sale or distribution of any part thereof, and that Purchaser has
      no
      present intention of selling, granting participation in, or otherwise
      distributing the same, but subject, nevertheless, to any requirement of law
      that
      the disposition of Purchaser’s property shall at all times
      be
      within Purchaser’s
      control. By executing this Agreement, Purchaser further represents that
      Purchaser does not have any contract, understanding or agreement with any person
      to sell, transfer, or grant participation, to such person or to any third
      person, with respect to any of the Stock.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    In
      connection with the investment representations made herein, Purchaser represents
      that Purchaser is able to fend for himself or herself in the transactions
      contemplated by this Agreement, has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks of
      Purchaser’s investment, has the ability to bear the economic risks of
      Purchaser’s investment and has been furnished with and has had access to such
      information as would be made available in the form of a registration statement
      together with such additional information as is necessary to verify the accuracy
      of the information supplied and to have all questions answered by the
      Company.

     

    
      	3.  	
              NO
                DUTY TO TRANSFER IN VIOLATION
                HEREUNDER.

            


    

     

    The
      Company shall not be required (a) to transfer on its books any shares of
      Stock of the Company which shall have been sold or transferred in violation
      of
      any of the provisions set forth in this Agreement or (b) to treat as owner
      of such shares or to accord the right to vote as such owner or to pay dividends
      to any transferee to whom such shares shall have been so
      transferred.

     

    
      	4.  	
              OTHER
                NECESSARY ACTIONS.

            


    

     

    The
      parties agree to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.

     

    
      	5.  	
              NOTICE.

            


    

     

      Any
      notice, request, or instructions given in connection with this Option shall
      be
      in writing and shall be delivered in person during normal business hours, by
      facsimile, or by overnight mail against a receipt for delivery, to the following
      addresses:

     

      If
      to
      Grantor, at China Agro Sciences Corp., 100 Wall Street, 15th
      Floor,
      New York, NY 10005, Facsimile No. (___) ____________, Attention:
      President.

     

    If
      to
      Grantee, at ___________________________, Facsimile No. (___) ____________ or
      at
      such other address as either of the parties shall have given notice to the
      other
      in accordance with the provisions hereof.

     

    
      	6.  	
              SUCCESSORS
                AND ASSIGNS.

            


    

     

    This
      Agreement shall inure to the benefit of the successors and assigns of the
      Company and, subject to the restrictions on transfer herein set forth, be
      binding upon Purchaser and Purchaser’s heirs, executors, administrators,
      successors and assigns. No waiver of any breach or condition of this Agreement
      shall be deemed to be a waiver of any other or subsequent breach or condition,
      whether of a like or different nature.

     

    
      	7.  	
              APPLICABLE
                LAW.

            


    

     

    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Florida, as such laws are applied to contracts entered into and
      performed in such state.

     

    
      	8.  	
              NO
                ORAL MODIFICATION.

            


    

     

    No
      modification of this Agreement shall be valid unless made in writing and signed
      by the parties hereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	9.  	
              ENTIRE
                AGREEMENT.

            


    

     

    This
      Agreement and the ____________ Agreement constitute the entire complete and
      final agreement between the parties hereto with regard to the subject matter
      hereof.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	China
              Agro
              Sciences Corp.,
an Florida corporation	 	 	 
	 	 	 	
              

            
	 	 	 	 
	
              
By:
Its:	 	 	
              
By:
Its:


    

     

     

    
      
        
        

      

      
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