Unassociated Document


     

     

     

     

    
      Exhibit
10.7

       

      China
Agri-Business, Inc.

      Finance
Plaza, 9th Floor,
Hi-Tech Road No. 42

      Hi-Tech
Industrial Development Zone, Xi-An, China 710068

       

      
        
          	 	 	
                  October 12,
      2009

                	 


        

         

      

      Re:
Registration Rights Agreement Dated September 29, 2008

       

      


       

      Reference
is made to that certain Registration Rights Agreement, dated as of September 29,
2008 (the “Agreement”), by and
among China Agri-Business, Inc. (the “Company”) and the
investors named therein (as identified by their signatures below) (the “Investors”)
and  that certain letter agreement dated June 12, 2009 and August 12,
2009 agreed and accepted by the Investors.  Capitalized terms used
herein but not otherwise defined in this letter shall have the respective
meanings set forth in the Agreement.

       

      The Company and the Investors agree as
follows:

       

      
        	
                 
      

              	
                1.

              	
                The
      Company shall be obligated to make the payments to the Investors required
      by Section 2(b) of the Agreement if, and only if, the Registration
      Statement is not declared effective by the SEC by 5:30 p.m. Eastern time
      on October 30, 2009 (the “Extended
      Deadline”).  In the event that the Registration Statement
      is declared effective by the Extended Deadline, then the Investors waive
      any and all claims to any payments pursuant to such Section 2(b) of the
      Agreement.

              


      

       

      All other
terms of the Agreement, including without limitation Section 2(c) of the
Agreement, shall continue in full force and effect.  This letter
agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement.  This letter
agreement shall be governed by and construed in accordance with the laws of the
state of New York.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Agreed
and Accepted as of the date written above:

       

      
         

        
          
            
              	CHINA
      AGRI-BUSINESS, INC.	 	 	 	 
	 	 	 	 	 	 
	By:	
                      /s/
      Xialong
      Zhou

                    	 	 	
                       

                    	 
	Name:  	
                            
                        Xialong
      Zhou

                      

                    	 	 	
                       

                    	 
	Title: 	
                            
                        Chief
      Financial Officer

                      

                    	 	 	
                       

                    	 


            




        

      

      
        
          
            
              	JAG
      MULTI-INVESTMENTS, LLC	 	 	 	 
	 	 	 	 	 	 
	By:	
                      /s/
      Alexander
      M. Goren

                    	 	 	
                       

                    	 
	Name:  	
                            
                              
                          Alexander
      M. Goren

                        

                      

                    	 	 	
                       

                    	 
	Title: 	
                            
                              
                          Managing
      Member

                        

                      

                    	 	 	
                       

                    	 


            

                                                                                                                           

        

      

    

    
      
        	Keith
      Guenther	 	 	 	 
	 	 	 	 	 
	
                /s/
      Keith
      Guenther

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

    

     

    
      [Signature
page to Reg. Rights Letter Agreement – October 2009]