**NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
      ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS WARRANT, OR ANY
      SHARES OF COMMON SHARES ISSUABLE UPON EXERCISE, UNLESS (i) THERE IS AN EFFECTIVE
      REGISTRATION COVERING THIS WARRANT OR SHARES UNDER THE ACT AND APPLICABLE STATE
      SECURITIES LAWS, (ii) IT FIRST RECEIVES AN OPINION FROM COUNSEL TO THE COMPANY,
      STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT
      AND
      UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE
      PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.**





**Warrant
                  Holder:_________________**
              **Dated:
                  February __, 2007****For
                  the Purchase of ________ Shares of Common Stock**
              **No.___________**





**WARRANT
      FOR THE PURCHASE OF**


**SHARES
      OF COMMON STOCK OF**





**AGFEED
      INDUSTRIES, INC.**





**Expiring
      Three Years from the Date Hereof**








FOR
      VALUE
      RECEIVED, AgFeed Industries, Inc. ("Company"), hereby certifies that the Warrant
      Holder specified above, or his registered assigns ("Registered Holder"), is
      entitled, subject to the terms set forth below, to purchase from the Company
      on
      or before the third anniversary of the date hereof, that number of shares of
      Common Stock, $.001 par value, of the Company ("Common Stock") set forth above,
      at a purchase price equal to $4.50 per share (as may be adjusted as provided
      below) upon the terms and conditions set forth herein. The number of shares
      of
      Common Stock purchasable upon exercise of this Warrant, and the purchase
      price(s) per share, each as adjusted from time to time pursuant to the
      provisions of this Warrant, are hereinafter referred to as the "Warrant Shares"
      and the "Exercise Price(s)," respectively.





1.  Registration
      of Transfers and Exchanges .





(i)  The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Transfer Agent or to the
      Company, provided, however, that the Holder shall not make any transfers to
      any
      transferee pursuant to this Section for the right to acquire less than 1,000
      Warrant Shares (or the balance of the Warrant Shares to which this Warrant
      relates). Upon any such registration or transfer, a new warrant to purchase
      Common Stock, in substantially the form of this Warrant (any such new warrant,
      a
      "New Warrant"), evidencing the portion of this Warrant so transferred shall
      be
      issued to the transferee and a New Warrant evidencing the remaining portion
      of
      this Warrant not so transferred, if any, shall be issued to the transferring
      Holder. The acceptance of the New Warrant by the transferee thereof shall be
      deemed the acceptance of such transferee of all of the rights and obligations
      of
      a holder of a Warrant.




1




(ii)  This
      Warrant is exchangeable, upon the surrender hereof by the Holder to the office
      of the Company for one or more New Warrants, evidencing in the aggregate the
      right to purchase the number of Warrant Shares which may then be purchased
      hereunder. Any such New Warrant will be dated the date of such
      exchange.





2.  Exercise.





(i)  Procedure
      for Cash Exercise .
      Subject
      to the conditions and terms set forth herein, this Warrant may be exercised
      by
      the Registered Holder (“Conversion Right”), in whole or in part, by the
      surrender of this Warrant (with the Notice of Exercise Form attached hereto
      as
      Exhibit 1 duly executed by such Registered Holder) at the principal office
      of
      the Company, or at such other office or agency as the Company may designate,
      accompanied by payment in full, in lawful money of the United States, of an
      amount equal to the then applicable Exercise Price(s) multiplied by the number
      of Warrant Shares then being purchased upon such exercise.





(ii)  Procedure
      for Cashless Exercise .





(a)  Subject
      to the conditions and terms set forth herein, in lieu of the payment of the
      Exercise Price(s) in the manner set forth in Section 2(i), the Registered Holder
      shall have the right (but not the obligation) to convert this Warrant, in whole
      or part, into Common Stock (also “Conversion Right”) as follows: Upon exercise
      of the Conversion Right as provided below with delivery of notice, the Company
      shall deliver to the Registered Holder (without payment by the Registered Holder
      of any of the Exercise Price(s)) that number of shares of Common Stock equal
      to
      the quotient obtained by dividing (x) the "Value" (as defined below) of the
      portion of the Warrant being converted on the second trading day immediately
      preceding the date the Warrant is delivered to the Company pursuant to Section
      2(i) if the Conversion Right is exercised ("Valuation Date") by (y) the "Market
      Price" (as defined below) on the Valuation Date.





(b)  The
      "Value" of the portion of the Warrant being converted shall equal the remainder
      derived from subtracting (a) the Exercise Price(s) multiplied by the number
      of
      shares of Common Stock underlying the portion of the Warrant being converted
      from (b) the Market Price of the Common Stock multiplied by the number of shares
      of Common Stock underlying the portion of the Warrant being converted. As used
      herein, the term "Market Price" at any date shall be deemed to be the average
      of
      the reported closing price of the Common Stock on the twenty (20) consecutive
      business days prior to the exercise date, as reported by the national securities
      exchange on which the Common Stock is listed or admitted to trading, or, if
      the
      Common Stock is not listed or admitted to trading on any national securities
      exchange or if any such exchange on which the Common Stock is listed or admitted
      to trading is not its principal trading market, the last sale price as reported
      by the Nasdaq Stock Market if the Common Stock is quoted on the Nasdaq National
      Market or Nasdaq SmallCap Market. If the Common Stock is not listed on a
      national securities exchange or quoted on the Nasdaq National Market or Nasdaq
      SmallCap Market, but is traded in the residual over-the-counter market, the
      Market Price shall mean the last sale price for the Common Stock, as reported
      by
      the NASD OTC Bulletin Board if quoted on the NASD OTC Bulletin Board. If the
      Market Price cannot be determined pursuant to the above, the Market Price shall
      be such price as the Board of Directors of the Company shall determine in good
      faith.




2




(iii)  Exercise
      of Conversion Right .
      Subject
      to the terms and conditions set forth herein, the Conversion Right may be
      exercised by the Holder on any business day by delivering to the Company the
      Warrant with a duly executed Notice of Exercise Form attached hereto as Exhibit
      1 with the conversion section completed by specifying the total number of shares
      of Common Stock the Registered Holder will purchase pursuant to such
      conversion.





(iv)  Date
      of Exercise .
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company. At such time, the person or persons in whose name
      or
      names any certificates for Warrant Shares shall be issuable upon such exercise
      shall be deemed to have become the holder or holders of record of the Warrant
      Shares represented by such certificates.





(v)  Issuance
      of Certificate .
      As soon
      as practicable after the exercise of the purchase right represented by this
      Warrant, the Company at its expense will cause to be issued in the name of,
      and
      delivered to, the Registered Holder, or, subject to the terms and conditions
      hereof, to such other individual or entity as such Holder (upon payment by
      such
      Holder of any applicable transfer taxes) may direct:





(a)  a
      certificate or certificates for the number of full shares of Warrant Shares
      to
      which such Registered Holder shall be entitled upon such exercise plus, in
      lieu
      of any fractional share to which such Registered Holder would otherwise be
      entitled, cash in an amount determined pursuant to Section 4 hereof,
      and





(b)  in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, stating on the face or faces thereof the number of shares
      currently stated on the face of this Warrant minus the number of such shares
      purchased by the Registered Holder upon such exercise as provided in subsections
      2(i) and 2(ii) above.





(vi)  Exercise
      of Warrant .
      The
      Warrant may be exercised in whole or from time to time in part on or prior
      to
      the third anniversary of the date hereof, as first set forth above.





3.  Adjustments .





(i)  Split,
      Subdivision or Combination of Shares .
      If the
      outstanding shares of the Company's Common Stock at any time while this Warrant
      remains outstanding and unexpired shall be subdivided or split into a greater
      number of shares, or a dividend in Common Stock shall be paid in respect of
      Common Stock, the Exercise Price(s) in effect immediately prior to such
      subdivision or at the record date of such dividend shall, simultaneously with
      the effectiveness of such subdivision or split or immediately after the record
      date of such dividend (as the case may be), shall be proportionately decreased.
      If the outstanding shares of Common Stock shall be combined or reverse-split
      into a smaller number of shares, the Exercise Price(s) in effect immediately
      prior to such combination or reverse split shall, simultaneously with the
      effectiveness of such combination or reverse split, be proportionately
      increased. When any adjustment is required to be made in the Exercise Price(s),
      the number of shares of Warrant Shares purchasable upon the exercise of this
      Warrant shall be changed to the number determined by dividing (i) an amount
      equal to the number of shares issuable upon the exercise of this Warrant
      immediately prior to such adjustment, multiplied by the Exercise Price(s) in
      effect immediately prior to such adjustment, by (ii) the Exercise Price(s)
      in
      effect immediately after such adjustment.




3


(ii)  Reclassification,
      Reorganization, Consolidation or Merger. In the
      case of any reclassification of the Common Stock (other than a change in par
      value or a subdivision or combination as provided for in subsection 3.1 above),
      or any reorganization, consolidation or merger of the Company with or into
      another corporation (other than a merger or reorganization with respect to
      which
      the Company is the continuing corporation and which does not result in any
      reclassification of the Common Stock), or a transfer of all or substantially
      all
      of the assets of the Company, or the payment of a liquidating distribution
      then,
      as part of any such reorganization, reclassification, consolidation, merger,
      sale or liquidating distribution, lawful provision shall be made so that the
      Registered Holder of this Warrant shall have the right thereafter to receive
      upon the exercise hereof, the kind and amount of shares of stock or other
      securities or property which such Registered Holder would have been entitled
      to
      receive if, immediately prior to any such reorganization, reclassification,
      consolidation, merger, sale or liquidating distribution, as the case may be,
      such Registered Holder had held the number of shares of Common Stock which
      were
      then purchasable upon the exercise of this Warrant. In any such case,
      appropriate adjustment (as reasonably determined by the Board of Directors
      of
      the Company) shall be made in the application of the provisions set forth herein
      with respect to the rights and interests thereafter of the Registered Holder
      of
      this Warrant such that the provisions set forth in this Section 3 (including
      provisions with respect to the Exercise Price(s)) shall thereafter be
      applicable, as nearly as is reasonably practicable, in relation to any shares
      of
      stock or other securities or property thereafter deliverable upon the exercise
      of this Warrant.





(iii)  Price
      Adjustment .
      No
      adjustment in the per share Exercise Price(s) shall be required unless such
      adjustment would require an increase or decrease in the Exercise Price(s) of
      at
      least $0.01; provided, however, that any adjustments which by reason of this
      paragraph are not required to be made shall be carried forward and taken into
      account in any subsequent adjustment. All calculations under this Section 3
      shall be made to the nearest cent or to the nearest 1/100th of a share, as
      the
      case may be.





(iv)  No
      Impairment .
      The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Company but will at all times in good faith assist in the
      carrying out of all the provisions of this Section 3 and in the taking of all
      such actions as may be necessary or appropriate in order to protect against
      impairment of the rights of the Registered Holder of this Warrant to adjustments
      in the Exercise Price(s).




4




(v)  Notice
      of Adjustment .
      Upon
      any adjustment of the Exercise Price(s) or extension of the Warrant exercise
      period, the Company shall forthwith give written notice thereto to the
      Registered Holder of this Warrant describing the event requiring the adjustment,
      stating the adjusted Exercise Price(s) and the adjusted number of shares
      purchasable upon the exercise hereof resulting from such event, and setting
      forth in reasonable detail the method of calculation and the facts upon which
      such calculation is based.





4.  Fractional
      Shares .
      The
      Company shall not be required to issue fractions of shares of Common Stock
      upon
      exercise. If any fractions of a share would, but for this Section 4, be issuable
      upon any exercise, in lieu of such fractional share the Company shall round
      up
      or down to the nearest whole number.





5.  Limitation
      on Sales .
      Each
      holder of this Warrant acknowledges that this Warrant and the Warrant Shares,
      as
      of the date of original issuance of this Warrant, have not been registered
      under
      the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge,
      distribute, offer for sale, transfer or otherwise dispose of this Warrant or
      any
      Warrant Shares issued upon its exercise in the absence of (i) an effective
      registration statement under the Act as to this Warrant or such Warrant Shares
      or (ii) an opinion of counsel, reasonably acceptable to the Company and its
      counsel, that such registration and qualification are not required. The Warrant
      Shares issued upon exercise thereof shall be imprinted with a legend in
      substantially the following form:





"THE
      ISSUANCE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
      UNDER
      SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      SAID
      ACT OR APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL,
      REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
      IS NOT REQUIRED."


6.  Certain
      Dividends .
      If the
      Company pays a dividend or makes a distribution on the Common Stock
      ("Dividend"), other than (i) a stock dividend payable in shares of Common Stock,
      or (ii) a cash dividend paid from Retained Earnings, then the Company will
      pay
      or distribute to the Registered Holder of this Warrant, upon the exercise
      hereof, in addition to the Warrant Shares purchased upon such exercise, the
      Dividend which would have been paid to such Registered Holder if it had been
      the
      owner of record of such Warrant Shares immediately prior to the date on which
      a
      record is taken for such Dividend or, if no record is taken, the date as of
      which the records holders of Common Stock entitled to such Dividend are
      determined.





5


7.  Notices
      of Record Date .
      In
      case: (i) the Company shall take a record of the holders of its Common Stock
      (or
      other stock or securities at the time deliverable upon the exercise of this
      Warrant) for the purpose of entitling or enabling them to receive any dividend
      or other distribution, or to receive any right to subscribe for or purchase
      any
      shares of any class or any other securities, or to receive any other right,
      or
      (ii) of any capital reorganization of the Company, any reclassification of
      the
      capital stock of the Company, any consolidation or merger of the Company with
      or
      into another corporation (other than a consolidation or merger in which the
      Company is the surviving entity), or any transfer of all or substantially all
      of
      the assets of the Company, or (iii) of the voluntary or involuntary dissolution,
      liquidation or winding-up of the Company, then, and in each such case, the
      Company will mail or cause to be mailed to the Registered Holder of this Warrant
      a notice specifying, as the case may be, (i) the date on which a record is
      to be
      taken for the purpose of such dividend, distribution or right, and stating
      the
      amount and character of such dividend, distribution or right, or (ii) the
      effective date on which such reorganization, reclassification, consolidation,
      merger, transfer, dissolution, liquidation or winding-up is to take place,
      and
      the time, if any is to be fixed, as of which the holders of record of Common
      Stock (or such other stock or securities at the time deliverable upon the
      exercise of this Warrant) shall be entitled to exchange their shares of Common
      Stock (or such other stock or securities) for securities or other property
      deliverable upon such reorganization, reclassification, consolidation, merger,
      transfer, dissolution, liquidation or winding-up. Such notice shall be mailed
      at
      least ten (10) days prior to the record date or effective date for the event
      specified in such notice, provided that the failure to mail such notice shall
      not affect the legality or validity of any such action.





8.  Reservation
      of Stock .
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such shares of Common Stock and
      other stock, securities and property, as from time to time shall be issuable
      upon the exercise of this Warrant. So long as this Warrant remains outstanding,
      the Company shall maintain the listing of the shares of Common Stock to be
      issued upon exercise on each national securities exchange on which Common Stock
      is listed (on the Nasdaq Stock Market if the Common Stock is then quoted on
      the
      Nasdaq Stock Market or on the Nasdaq Over-The-Counter service if the Common
      Stock is then quoted on such service/bulletin board).





9.  Replacement
      of Warrants .
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor.




10.  Transfers,
      etc .





(i)  Warrant
      Register .
      The
      Company will maintain a register containing the names and addresses of the
      Registered Holders of this Warrant. Any Registered Holder may change its, his
      or
      her address as shown on the warrant register by written notice to the Company
      requesting such change.





6


(ii)  Registered
      Holder .
      Until
      any transfer of this Warrant is made in the warrant register, the Company may
      treat the Registered Holder of this Warrant as the absolute owner hereof for
      all
      purposes; provided, however, that if and when this Warrant is properly assigned
      in blank, the Company may (but shall not be obligated to) treat the bearer
      hereof as the absolute owner hereof for all purposes, notwithstanding any notice
      to the contrary.





11.  No
      Rights as Stockholder .
      Except
      as set forth in Section 6, until the exercise of this Warrant, the Registered
      Holder of this Warrant shall not have or exercise any rights by virtue hereof
      as
      a stockholder of the Company.





12.  Successors .
      The
      rights and obligations of the parties to this Warrant will inure to the benefit
      of and be binding upon the Company and any transferees of Warrant
      Holder.





13.  Change
      or Waiver .
      Any
      term of this Warrant may be changed or waived only by an instrument in writing
      signed by the party against which enforcement of the change or waiver is
      sought.





14.  Headings .
      The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant.





15.  Governing
      Law .
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York as such laws are applied to contracts made and to be fully
      performed entirely within that state between residents of that
      state.





16.  Jurisdiction
      and Venue .
      The
      Company (i) agrees that any legal suit, action or proceeding arising out of
      or
      relating to this Warrant shall be instituted exclusively in New York State
      Supreme Court, County of New York or in the United States District Court for
      the
      Southern District of New York, (ii) waives any objection to the venue of any
      such suit, action or proceeding and the right to assert that such forum is
      not a
      convenient forum for such suit, action or proceeding, and (iii) irrevocably
      consents to the jurisdiction of the New York State Supreme Court, County of
      New
      York, and the United States District Court for the Southern District of New
      York
      in any such suit, action or proceeding, and the Company further agrees to accept
      and acknowledge service or any and all process which may be served in any such
      suit, action or proceeding in New York State Supreme Court, County of New York
      or in the United States District Court for the Southern District of New York
      and
      agrees that service of process upon it mailed by certified mail to its address
      shall be deemed in every respect effective service of process upon it in any
      suit, action or proceeding.





7





17.  Mailing
      of Notices, etc .
      All
      notices and other communications under this Warrant (except payment) shall
      be in
      writing and shall be sufficiently given if sent to the Registered Holder or
      the
      Company, as the case may be, by hand delivery, private overnight courier, with
      acknowledgment of receipt, or by registered or certified mail, return receipt
      requested, as follows:








Registered
      Holder:  To
      Registered Holder's address as provided on the Subscription Agreement or
      otherwise in the Company’s Records.




The
      Company:  To
      the
      Company's Principal Executive Offices Attention: President





or
      to
      such other address as any of them, by notice to the others may designate from
      time to time. Time shall be counted to, or from, as the case may be, the date
      of
      delivery in person or by overnight courier or five (5) business days after
      mailing.








AGFEED
      INDUSTRIES, INC.





By:_________________________________


Name:


Title:


8





EXHIBIT
      1





NOTICE
      OF EXERCISE





Date:
      __________________





TO: AgFeed
      Industries, Inc.


1095
      Qing
      Lan Avenue


Economic
      and Technical Development Zone


Nan
      Chang
      City, Jiangxi Province


China
      330013


Attn:
      Attn: Mr. **J** unhong
      Xiong, CEO








1.
      The
      undersigned hereby elects to purchase _______ shares of the Common Stock of
      AgFeed Industries, Inc., pursuant to terms of the attached Warrant, and tenders
      herewith payment of $_______ (at the rate of $__ per share of Common Stock)
      in
      payment of the Exercise Price(s) pursuant thereto, together with all applicable
      transfer taxes, if any.





The
      undersigned hereby elects to purchase ____ shares of Common Stock of AgFeed
      Industries, Inc. by surrender of the unexercised portion of the attached Warrant
      (with a "Value" of $ based on a "Market Price" of $_______).





2.
      Please
      issue a certificate or certificates representing said shares of the Common
      Stock
      in the name of the undersigned or in such other name as is specified
      below.








___________________________________


Signature
      of Registered Holder





Print
      Name: _________________________


**Notice:
      The signature to this form must correspond with the name as written upon the
      face of the within Warrant in every particular without alteration or enlargement
      or any change whatsoever.**





**INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES**





Name:________________________________________________________________________(Print
                in Block Letters







Address:
      ______________________________________________________________________





9


EXHIBIT
      2





[To
      be
      completed and signed only upon transfer of Warrant]





FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of AgFeed Industries, Inc. to
      which
      the within Warrant relates and appoints ________________ attorney to transfer
      said right on the books of AgFeed Industries, Inc. with full power of
      substitution in the premises.





Dated:





_______________,
      ____








_______________________________________


(Signature
      must conform in all respects to name


of
      holder
      as specified on the face of the Warrant)








_______________________________________


Address
      of Transferee





_______________________________________





_______________________________________











In
      the
      presence of:








__________________________






10