**AGFEED
        INDUSTRIES, INC.**
 
 REGISTRATION
        RIGHTS AGREEMENT
  This
        REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of February __, 2007,
        is made by and between AGFEED INDUSTRIES, INC., a Nevada corporation (the
        “Company”), and the individuals and entities whose names are set forth on the
        signature page hereto (each an “Investor” or “Holder”, and collectively the
“Investors” or the “Holders”).
 
 WHEREAS,
        in connection with those certain Subscription Agreements by and among the
        Company and the Investors (the “Subscription Agreement”), the Company
        desires to sell to the Investors, and the Investors desire to purchase from
        the
        Company units of (a) shares of the Company’s common stock, $0.001 par value per
        share (the “Common Stock”); and (b) Warrants to purchase additional shares of
        Common Stock (the “Warrants”) equal to 8% of the Common Stock initially
        purchased.
 
 WHEREAS,
        to induce the Investors to purchase the Common Stock and Warrants, the Company
        has agreed to register the shares of Common Stock purchased and the Common
        Stock
        underlying the Warrants pursuant to the terms of this Agreement;
 
 NOW,
        THEREFORE, the Company and the Investors hereby covenant and agree as
        follows:
  1.  Certain
        Definitions .
        As used
        in this Agreement, the following terms shall have the following respective
        meanings:
  “Commission”
        shall mean the Securities and Exchange Commission, or any other federal agency
        at the time administering the Securities Act.
  “Common
        Stock” shall mean the common stock, par value $0.001 per share, of the
        Company.
 
 “Effectiveness
        Date” shall mean that date which is
        one
        hundred eighty (180) days following the final closing of the Offering described
        in the Subscription Agreement.
 
 “Exchange
        Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
        and regulations of the Commission thereunder, all as the same shall be in
        effect
        at the time.
 
 “Filing
        Date” shall mean that date which is sixty (60) days following the final closing
        of the Offering described in the Subscription Agreement.
 
 “Offering”
        shall refer to the Company’s proposal to sell Units
        for
        $3, representing the purchase of (i) one share of Common Stock of AgFeed
        and
        (ii) a three (3) year Warrant to purchase Common Stock of AgFeed with an
        initial
        exercise price of $5.00 (8% coverage). The total amount of Units being offered
        is 2,750,000 for a total maximum purchase price of $8,250,000 USD.
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  “Register,”
        “registered” and “registration” each shall refer to a registration effected by
        preparing and filing a Registration Statement or statements or similar documents
        in compliance with the Securities Act and the declaration or ordering of
        effectiveness of such Registration Statement or document by the Commission.
 
 “Registrable
        Securities” shall mean the shares of Common Stock issuable pursuant to the
        Subscription Agreement as part of the initial purchase or upon the exercise
        of
        the Warrants delivered as part of the Offering; provided , however ,
        that
        shares of Common Stock which are Registrable Securities shall cease to be
        Registrable Securities (x) upon any sale pursuant to a Registration
        Statement or Rule 144 under the Securities Act or (y) at such time, as they
        become eligible for sale pursuant to Rule 144(k) under the Securities Act
        or
        another similar exemption under the Securities Act.
  “Securities
        Act” shall mean the Securities Act of 1933, as amended, and the rules and
        regulations of the Commission thereunder, all as the same shall be in effect
        at
        the applicable time.
 
 Capitalized
        terms used but not defined herein shall have the meanings set forth in the
        Subscription Agreement or the Warrants.
  2.
            Automatic
                Registration 
 (a)  On
        or
        prior to the Filing Date, the Company shall prepare and file with the Commission
        the Registration Statement covering the resale of all of the Registrable
        Securities for an offering to be made on a continuous basis pursuant to Rule
        415. The Registration Statement required hereunder shall be on Form S3 (except
        if the Company is not then eligible to register for resale the Registrable
        Securities on Form S3, in which case the Registration Statement shall be
        on
        another appropriate form). Subject to the terms of this Agreement, the Company
        shall use its commercially reasonable efforts to cause the Registration
        Statement to be declared effective under the Securities Act as promptly as
        possible after the filing thereof, but in any event not later than the
        Effectiveness Date, and shall use its commercially reasonable efforts to
        keep
        the Registration Statement continuously effective under the Securities Act
        until
        the date when all Registrable Securities covered by the Registration Statement
        have been sold or may be sold without volume restrictions pursuant to Rule
        144(k) as determined by the counsel to the Company pursuant to a written
        opinion letter to such effect, addressed and acceptable to the Company’s
        transfer agent and the affected Holders (the “Effectiveness
        Period”).
  (b)  If:
        (i) a Registration Statement is not filed on or prior to the Filing Date,
        or (ii) the Company fails to file with the Commission a request for
        acceleration in accordance with Rule 461 promulgated under the Securities
        Act,
        within 5 trading days of the date that the Company is notified (orally or
        in
        writing, whichever is earlier) by the Commission that a Registration Statement
        will not be “reviewed,” or is not subject to further review, or (iii) prior
        to the date when such Registration Statement is first declared effective
        by the
        Commission, the Company fails to file a pre-effective amendment and otherwise
        respond in writing to comments made by the Commission in respect of such
        Registration Statement within 15 trading days after the receipt of comments
        by
        or notice from the Commission that such amendment is required in order for
        a
        Registration Statement to be declared effective, or (iv) a Registration
        Statement filed or required to be filed hereunder is not declared effective
        by
        the Commission on or before the Effectiveness Date as a result of the failure
        of
        Company to meets its obligations with respect to such filing as provided
        for
        herein, or (v) after a Registration Statement is first declared effective
        by the Commission, it ceases for any reason to remain continuously effective
        as
        to all Registrable Securities for which it is required to be effective, or
        the
        Holders are not permitted to utilize the Prospectus therein to resell such
        Registrable Securities, for in any such case 15 consecutive trading days
        but no
        more than an aggregate of 25 trading days during any 12-month period (which
        need
        not be consecutive trading days) (any such failure or breach being referred
        to
        as an “ **Event** ,”
and
        for purposes of clause (i) or (iv) the date on which such Event
        occurs, or for purposes of clause (ii) the date on which such 5 trading day
        period is exceeded, or for purposes of clause (iii) the date which such 15
        trading day period is exceeded, or for purposes of clause (v) the date on
        which such 15- or 25-day period, as applicable, is exceeded being referred
        to as
“ **Event
        Date** ”),
        then
        in addition to any other rights the Holders may have hereunder or under
        applicable law: (x) on the first Event Date to occur the Company shall pay
        to each Holder an amount in cash, as liquidated damages and not as a penalty,
        equal to 2.0% of the aggregate purchase price paid by such Holder pursuant
        to
        the Subscription Agreement for any Registrable Securities then held by such
        Holder; and (y) on each anniversary of such Event Date (if the applicable
        Event, or any subsequent Event, shall not have been cured by such date) until
        all Event(s) are cured, the Company shall pay to each Holder an amount in
        cash,
        as liquidated damages and not as a penalty, equal to 2.0% of the aggregate
        purchase price paid by such Holder pursuant to the Subscription Agreement
        for
        any Registrable Securities then held by such Holder. If the Company fails
        to pay
        any liquidated damages pursuant to this Section in full within seven days
        after the date payable, the Company will pay interest thereon at a rate of
        15%
        per annum (or such lesser maximum amount that is permitted to be paid by
        applicable law) to the Holder, accruing daily from the date such liquidated
        damages are due until such amounts, plus all such interest thereon, are paid
        in
        full. The liquidated damages pursuant to the terms hereof shall apply on
        a daily
        pro-rata basis for any portion of a year prior to the cure of an
        Event.
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  3.  Registration
        Procedures .
        If and
        whenever the Company is required by the provisions of Section 2 hereof to
        use
        its commercially reasonable efforts to effect the registration of any
        Registrable Securities under the Securities Act, the Company will, as
        expeditiously as possible:
  (a)  prepare
        and file with the Commission the Registration Statement with respect to such
        securities and use its reasonable best efforts to cause such Registration
        Statement to become effective in an expeditious manner;
  (b)  prepare
        and file with the Commission such amendments and supplements to such
        Registration Statement and the prospectus used in connection therewith as
        may be
        necessary to keep such Registration Statement continuously effective during
        the
        Effectiveness Period and comply with the provisions of the Securities Act
        with
        respect to the disposition of all Registrable Securities covered by such
        Registration Statement in accordance with the intended method of disposition
        set
        forth in such Registration Statement for such period;
  (c)  furnish
        to each seller of Registrable Securities and to each underwriter such number
        of
        copies of the Registration Statement and the prospectus included therein
        (including each preliminary prospectus) as such persons reasonably may request
        in order to facilitate the intended disposition of the Registrable Securities
        covered by such Registration Statement;
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  (d)  use
        its
        commercially reasonable efforts (i) to register or qualify the Registrable
        Securities covered by such Registration Statement under the securities or
“blue
        sky” laws of such jurisdictions as the sellers of Registrable Securities or, in
        the case of an underwritten public offering, the managing underwriter,
        reasonably shall request, (ii) to prepare and file in those jurisdictions
        such
        amendments (including post-effective amendments) and supplements, and take
        such
        other actions, as may be necessary to maintain such registration and
        qualification in effect at all times for the period of distribution contemplated
        thereby and (iii) to take such further action as may be necessary or advisable
        to enable the disposition of the Registrable Securities in such jurisdictions, provided ,
        that
        the Company shall not for any such purpose be required to qualify generally
        to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified or to consent to general service of process in any such
        jurisdiction;
  (e)  use
        its
        commercially reasonable efforts to list the Registrable Securities covered
        by
        such Registration Statement with any securities exchange on which the Common
        Stock of the Company is then listed;
  (f)  immediately
        notify each seller of Registrable Securities and each underwriter under such
        Registration Statement, at any time when a prospectus relating thereto is
        required to be delivered under the Securities Act, of the happening of any
        event
        of which the Company has knowledge as a result of which the prospectus contained
        in such Registration Statement, as then in effect, includes any untrue statement
        of a material fact or omits to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading in light
        of
        the circumstances then existing and promptly amend or supplement such
        Registration Statement to correct any such untrue statement or omission;
  (g)  promptly
        notify each seller of Registrable Securities of the issuance by the Commission
        of any stop order suspending the effectiveness of the Registration Statement
        or
        the initiation of any proceedings for that purpose and make every reasonable
        effort to prevent the issuance of any stop order and, if any stop order is
        issued, to obtain the lifting thereof at the earliest possible time;
  (h)  if
        the
        offering is an underwritten offering, enter into a written agreement with
        the
        managing underwriter selected in the manner herein provided in such form
        and
        containing such provisions as are usual and customary in the securities business
        for such an arrangement between such underwriter and companies of the Company's
        size and investment stature, including, without limitation, customary
        indemnification and contribution provisions;
  (i)  if
        the
        offering is an underwritten offering, at the request of any seller of
        Registrable Securities, use its commercially reasonable efforts to furnish
        to
        such seller on the date that Registrable Securities are delivered to the
        underwriters for sale pursuant to such registration: (i) a copy of an opinion
        dated such date of counsel representing the Company for the purposes of such
        registration, addressed to the underwriters, stating that such Registration
        Statement has become effective under the Securities Act and that (A) to the
        knowledge of such counsel, no stop order suspending the effectiveness thereof
        has been issued and no proceedings for that purpose have been instituted
        or are
        pending or contemplated under the Securities Act, (B) the Registration
        Statement, the related prospectus and each amendment or supplement thereof
        comply as to form in all material respects with the requirements of the
        Securities Act (except that such counsel need not express any opinion as
        to
        financial statements or other financial or statistical information contained
        therein) and (C) to such other effects as reasonably may be requested by
        counsel
        for the underwriters; and (ii) a copy of a letter dated such date from the
        independent public accountants retained by the Company, addressed to the
        underwriters, stating that they are independent public accountants within
        the
        meaning of the Securities Act and that, in the opinion of such accountants,
        the
        financial statements of the Company included in the Registration Statement
        or
        the prospectus, or any amendment or supplement thereof, comply as to form
        in all
        material respects with the applicable accounting requirements of the Securities
        Act, and such letter shall additionally cover such other financial matters
        (including information as to the period ending no more than five business days
        prior to the date of such letter) with respect to such registration as such
        underwriters reasonably may request;
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  (j)  take
        all
        actions reasonably necessary to facilitate the timely preparation and delivery
        of certificates (not bearing any legend restricting the sale or transfer
        of such
        securities) representing the Registrable Securities to be sold pursuant to
        the
        Registration Statement and to enable such certificates to be in such
        denominations and registered in such names as the Investors or any underwriters
        may reasonably request; and
  (k)  take
        all
        other reasonable actions necessary to expedite and facilitate the registration
        of the Registrable Securities pursuant to the Registration Statement.
  4.  Obligations
        of Holders .
        Each
        holder of Registrable Securities shall furnish to the Company such information
        regarding such holder, the number of Registrable Securities owned and proposed
        to be sold by it, the intended method of disposition of such securities and
        any
        other information as shall be required to effect the registration of the
        Registrable Securities, and cooperate with the Company in preparing the
        Registration Statement and in complying with the requirements of the Securities
        Act.
 
 5.  Expenses .
 
 (a)  All
        expenses incurred by the Company in complying with Sections 2 and 3 including,
        without limitation, all registration and filing fees (including the fees
        of the
        Securities and Exchange Commission and any other regulatory body with which
        the
        Company is required to file), printing expenses, fees and disbursements of
        counsel and independent public accountants for the Company, fees and expenses
        (including counsel fees) incurred in connection with complying with state
        securities or “blue sky” laws, fees of transfer agents and registrars and fees
        and disbursements of one counsel for the holders of Registrable Securities,
        not
        to exceed $5,000, but excluding any Selling Expenses, are called “Registration
        Expenses.” All underwriting discounts and selling commissions applicable to the
        sale of Registrable Securities are called “Selling Expenses.”
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  (b)  The
        Company will pay all Registration Expenses in connection with any Registration
        Statement filed hereunder, and the Selling Expenses in connection with each
        such
        Registration Statement shall be borne by the participating sellers in proportion
        to the number of Registrable Securities sold by each or as they may otherwise
        agree.
  6.  Indemnification
        and Contribution .
  (a)  In
        the
        event of a registration of any of the Registrable Securities under the
        Securities Act pursuant to the terms of this Agreement, the Company will
        indemnify and hold harmless and pay and reimburse, each seller of such
        Registrable Securities thereunder, each underwriter of such Registrable
        Securities thereunder and each other person, if any, who controls such seller
        or
        underwriter within the meaning of the Securities Act, against any losses,
        claims, damages or liabilities, joint or several, to which such seller,
        underwriter or controlling person may become subject under the Securities
        Act or
        otherwise, insofar as such losses, claims, damages or liabilities (or actions
        in
        respect thereof) arise out of or are based upon any untrue statement or alleged
        untrue statement of any material fact contained in any Registration Statement
        under which such Registrable Securities were registered under the Securities
        Act
        pursuant hereto or any preliminary prospectus or final prospectus contained
        therein, or any amendment or supplement thereof, or arise out of or are based
        upon the omission or alleged omission to state therein a material fact required
        to be stated therein or necessary to make the statements therein not misleading,
        or any violation or alleged violation of the Securities Act or any state
        securities or blue sky laws and will reimburse each such seller, each such
        underwriter and each such controlling person for any legal or other expenses
        reasonably incurred by them in connection with investigating or defending
        any
        such loss, claim, damage, liability or action; provided, that the Company
        will
        not be liable in any such case if and to the extent that any such loss, claim,
        damage or liability arises out of or is based upon the Company's reliance
        on an
        untrue statement or alleged untrue statement or omission or alleged omission
        so
        made in conformity with information furnished by any such seller, any such
        underwriter or any such controlling person in writing specifically for use
        in
        such Registration Statement or prospectus.
  (b)  In
        the
        event of a registration of any of the Registrable Securities under the
        Securities Act pursuant hereto each seller of such Registrable Securities
        thereunder, severally and not jointly, will indemnify and hold harmless the
        Company, each person, if any, who controls the Company within the meaning
        of the
        Securities Act, each officer of the Company who signs the Registration
        Statement, each director of the Company, each underwriter and each person
        who
        controls any underwriter within the meaning of the Securities Act, against
        all
        losses, claims, damages or liabilities, joint or several, to which the Company
        or such officer, director, underwriter or controlling person may become subject
        under the Securities Act or otherwise, insofar as such losses, claims, damages
        or liabilities (or actions in respect thereof) arise out of or are based
        upon
        reliance on any untrue statement or alleged untrue statement of any material
        fact contained in the Registration Statement under which such Registrable
        Securities were registered under the Securities Act pursuant hereto or any
        preliminary prospectus or final prospectus contained therein, or any amendment
        or supplement thereof, or arise out of or are based upon the omission or
        alleged
        omission to state therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading, and will reimburse
        the
        Company and each such officer, director, underwriter and controlling person
        for
        any legal or other expenses reasonably incurred by them in connection with
        investigating or defending any such loss, claim, damage, liability or action,
        provided, that such seller will be liable hereunder in any such case if and
        only
        to the extent that any such loss, claim, damage or liability arises out of
        or is
        based upon an untrue statement or alleged untrue statement or omission or
        alleged omission made in reliance upon and in conformity with information
        pertaining to such seller, as such, furnished in writing to the Company by
        such
        seller specifically for use in such Registration Statement or prospectus,
        and
        provided, that the liability of each seller hereunder shall be limited to
        the
        proceeds received by such seller from the sale of Registrable Securities
        covered
        by such Registration Statement. Notwithstanding the foregoing, the indemnity
        provided in this Section 6(b) shall not apply to amounts paid in settlement
        of
        any such loss, claim, damage, liability or expense if such settlement is
        effected without the consent of such indemnified party and provided further,
        that the Company shall not be liable in any such case to the extent that
        any
        such loss, claim, damage or liability (or action in respect thereof) arises
        out
        of or is based upon an untrue statement or alleged untrue statement or omission
        or alleged omission in such Registration Statement, which untrue statement
        or
        alleged untrue statement or omission or alleged omission is completely corrected
        in an amendment or supplement to the Registration Statement and the undersigned
        indemnitees thereafter fail to deliver or cause to be delivered such
        Registration Statement as so amended or supplemented prior to or concurrently
        with the sale of the Registrable Securities to the person asserting such
        loss,
        claim, damage or liability (or actions in respect thereof) or expense after
        the
        Company has furnished the undersigned with the same.
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  (c)  Promptly
        after receipt by an indemnified party hereunder of notice of the commencement
        of
        any action, such indemnified party shall, if a claim in respect thereof is
        to be
        made against the indemnifying party hereunder, notify the indemnifying party
        in
        writing thereof, but the omission so to notify the indemnifying party shall
        not
        relieve it from any liability which it may have to such indemnified party
        other
        than under this Section 6 and shall only relieve it from any liability which
        it
        may have to such indemnified party under this Section 6 if and to the extent
        the
        indemnifying party is materially prejudiced by such omission. In case any
        such
        action shall be brought against any indemnified party and it shall notify
        the
        indemnifying party of the commencement thereof, the indemnifying party shall
        be
        entitled to participate in and, to the extent it shall wish, to assume and
        undertake the defense thereof with counsel reasonably satisfactory to such
        indemnified party, and, after notice from the indemnifying party to such
        indemnified party of its election so to assume and undertake the defense
        thereof, the indemnifying party shall not be liable to such indemnified party
        under this Section 6 for any legal expenses subsequently incurred by such
        indemnified party in connection with the defense thereof other than reasonable
        costs of investigation and of liaison with counsel so selected, provided ,
        that if
        the defendants in any such action include both the indemnified party and
        the
        indemnifying party and the indemnified party shall have reasonably concluded
        based upon written advise of its counsel that there may be reasonable defenses
        available to it which are different from or additional to those available
        to the
        indemnifying party or if the interests of the indemnified party reasonably
        may
        be deemed to conflict with the interests of the indemnifying party, the
        indemnified party shall have the right to select a separate counsel and to
        assume such legal defenses and otherwise to participate in the defense of
        such
        action, with the expenses and fees of such separate counsel and other expenses
        related to such participation to be reimbursed by the indemnifying party
        as
        incurred.
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  (d)  In
        order
        to provide for just and equitable contribution to joint liability under the
        Securities Act in any case in which either (i) any holder of Registrable
        Securities exercising rights under this Agreement, or any controlling person
        of
        any such holder, makes a claim for indemnification pursuant to this Section
        6
        but it is judicially determined (by the entry of a final judgment or decree
        by a
        court of competent jurisdiction and the expiration of time to appeal or the
        denial of the last right of appeal) that such indemnification may not be
        enforced in such case notwithstanding the fact that this Section 6 provides
        for
        indemnification in such case, or (ii) contribution under the Securities Act
        may
        be required on the part of any such selling holder or any such controlling
        person in circumstances for which indemnification is provided under this
        Section
        6; then, and in each such case, the Company and such holder will contribute
        to
        the aggregate losses, claims, damages or liabilities to which they may be
        subject (after contribution from others) in such proportion so that such
        holder
        is responsible for the portion represented by the percentage that the public
        offering price of its Registrable Securities offered by the Registration
        Statement bears to the public offering price of all securities offered by
        such
        Registration Statement, and the Company is responsible for the remaining
        portion; provided ,
        that,
        in any such case, (A) no such holder will be required to contribute any amount
        in excess of the public offering price of all such Registrable Securities
        offered by it pursuant to such Registration Statement and (B) no person or
        entity guilty of fraudulent misrepresentation (within the meaning of Section
        12(f) of the Securities Act) will be entitled to contribution from any person
        or
        entity who was not guilty of such fraudulent misrepresentation.
  7.  Changes
        in Capital Stock .  If,
        and
        as often as, there is any change in the capital stock of the Company by way
        of a
        stock split, stock dividend, combination or reclassification, or through
        a
        merger, consolidation, reorganization or recapitalization, or by any other
        means, appropriate adjustment shall be made in the provisions hereof so that
        the
        rights and privileges granted hereby shall continue as so changed.
 
 8.  Representations
        and Warranties of the Company .
        The
        Company represents and warrants to the Investor as follows:
  (a)  The
        execution, delivery and performance of this Agreement by the Company have
        been
        duly authorized by all requisite corporate action and will not violate any
        provision of law, any order of any court or other agency of government, the
        Articles of Incorporation or By-laws of the Company or any provision of any
        indenture, agreement or other instrument to which it or any or its properties
        or
        assets is bound, conflict with, result in a breach of or constitute (with
        due
        notice or lapse of time or both) a default under any such indenture, agreement
        or other instrument or result in the creation or imposition of any lien,
        charge
        or encumbrance of any nature whatsoever upon any of the properties or assets
        of
        the Company or its subsidiaries.
  (b)  This
        Agreement has been duly executed and delivered by the Company and constitutes
        the legal, valid and binding obligation of the Company, enforceable in
        accordance with its terms, subject to any applicable bankruptcy, insolvency
        or
        other laws affecting the rights of creditors generally and to general equitable
        principles and the availability of specific performance.
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  9.  Assignment
        of Registration Rights .
        The
        rights to have the Company register Registrable Securities pursuant to this
        Agreement may be assigned by the Investor to transferees or assignees of
        such
        securities; provided ,
        that
        the Company is, within a reasonable time after such transfer, furnished with
        written notice of the name and address of such transferee or assignee and
        the
        securities with respect to which such registration rights are being assigned.
        The term “Investor” as used in this Agreement shall include such permitted
        assigns.
 
 10.  Rule
        144 Requirements .
        The
        Company agrees to:
 
 (a)  make
        and
        keep current public information about the Company available, as those terms
        are
        understood and defined in Rule 144;
 
 (b)  use
        its commercially
        reasonable efforts
        to file with the Commission in a timely manner all reports and other documents
        required of the Company under the Securities Act and the Exchange Act (at
        any
        time after it has become subject to such reporting requirements);
        and
 
 (c)  furnish
        to any holder of Registrable Securities upon request (i) a written statement
        by
        the Company as to its compliance with the reporting requirements of Rule
        144 and
        of the Securities Act and the Exchange Act (at any time after it has become
        subject to such reporting requirements), (ii) a copy of the most recent annual
        or quarterly report of the Company, and (iii) such other reports and documents
        of the Company as such holder may reasonably request to avail itself of any
        similar rule or regulation of the Commission allowing it to sell any such
        securities without registration.
 
 11.  Termination .
        All of
        the Company’s obligations to register Registrable Shares under Sections 2 and 3
        hereto shall terminate upon the date on which no Investor holds any Registrable
        Securities or all of the Registrable Shares are eligible for sale under rule
        144(k).
 
 
 12.  Miscellaneous .
  (a)  All
        covenants and agreements contained in this Agreement by or on behalf of any
        of
        the parties hereto shall bind and inure to the benefit of the respective
        successors and assigns of the parties hereto (including without limitation
        transferees of any Registrable Securities), whether so expressed or not.
  (b)  All
        notices, requests, consents and other communications hereunder shall be in
        writing and shall be delivered in person, mailed by certified or registered
        mail, return receipt requested, or sent by telecopier, addressed (i) if to
        the
        Company, at 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, phone 86-0791-2189878, facsimile 86-20-87785878 ;
        and
        (ii) if to any holder of Registrable Securities, to it at such address as
        may
        have been furnished to the Company in writing by such holder; or, in any
        case,
        at such other address or addresses as shall have been furnished in writing
        to
        the Company (in the case of a holder of Registrable Securities) or to the
        holders of Registrable Securities (in the case of the Company) in accordance
        with the provisions of this paragraph.
  Page
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  (c)  This
        Agreement shall be governed by and construed under the laws of the State
        of New
        York as applied to agreements among New York residents entered into and to
        be
        performed entirely within New York. The Company (1) agrees that any legal
        suit,
        action or proceeding arising out of or relating to this Agreement 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,
        (2)
        waives any objection which the Company may have now or hereafter to the venue
        of
        any such suit, action or proceeding, and (3) 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. The Company further agrees to accept and acknowledge
        service of any and all process which may be served in any such suit, action
        or
        proceeding in the 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 the Company mailed by certified mail to the
        Company's address shall be deemed in every respect effective service of process
        upon the Company, in any such suit, action or proceeding. THE PARTIES HERETO
        AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
        OF
        ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT
        CONTEMPLATED HEREBY.
  (d)  In
        the
        event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, each Holder or the Company, as the case may be, in
        addition to being entitled to exercise all rights granted by law and under
        this
        Agreement, including recovery of damages, will be entitled to specific
        performance of its rights under this Agreement. The Company and each Holder
        agree that monetary damages would not provide adequate compensation for any
        losses incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate.
 
 (e)  This
        Agreement may not be amended or modified without the written consent of the
        Company and the holders of at least a majority of the Registrable Securities.
  (f)  Failure
        of any party to exercise any right or remedy under this Agreement or otherwise,
        or delay by a party in exercising such right or remedy, shall not operate
        as a
        waiver thereof. No waiver shall be effective unless and until it is in writing
        and signed by the party granting the waiver.
  (g)  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement, once executed by a party, may be delivered to
        the
        other party hereto by facsimile transmission of a copy of this Agreement
        bearing
        the signature of the party so delivering this Agreement.
  Page
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            of 12
  (h)  If
        any
        provision of this Agreement shall be held to be illegal, invalid or
        unenforceable, such illegality, invalidity or unenforceability shall attach
        only
        to such provision and shall not in any manner affect or render illegal, invalid
        or unenforceable any other provision of this Agreement, and this Agreement
        shall
        be carried out as if any such illegal, invalid or unenforceable provision
        were
        not contained herein.
 
 (i)  This
        Agreement constitutes the entire contract among the Company and the Investors
        relative to the subject matter hereof and supersedes in its entirety any
        and all
        prior agreements, understandings and discussions with respect
        thereto.
 
 (j)  The
        headings of the sections of this Agreement are for convenience and shall
        not by
        themselves determine the interpretation of this Agreement.
 
 (k)  The
        obligations of each Holder hereunder are several and not joint with the
        obligations of any other Holder hereunder, and no Holder shall be responsible
        in
        any way for the performance of the obligations of any other Holder hereunder.
        Nothing contained herein or in any other agreement or document delivered
        at any
        closing pursuant to the Subscription Agreement, and no action taken by any
        Holder pursuant hereto or thereto, shall be deemed to constitute the Holders
        as
        a partnership, an association, a joint venture or any other kind of entity,
        or
        create a presumption that the Holders are in any way acting in concert with
        respect to such obligations or the transactions contemplated by this Agreement.
 
 IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        first written above.
 
 
 **AGFEED
        INDUSTRIES, INC.**
 
 
 By:________________________________
 Name:
 Title:
  Page
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            of 12
  LIST
        OF
        INVESTORS
 
 
 **INVESTOR
        NAME PER SUBSCRIPTION DOCUMENT SIGNATURE PAGE**
 
 
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            of 12