Exhibit 10.1







                            EQUITY PURCHASE AGREEMENT

                                 BY AND BETWEEN

                                  STEVIA CORP.

                                       AND

                           SOUTHRIDGE PARTNERS II, LP

                                      Dated

                                January 26, 2012




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     THIS EQUITY PURCHASE  AGREEMENT entered into as of the 26th day of January,
2012 (this  "AGREEMENT"),  by and between  SOUTHRIDGE  PARTNERS II, LP, Delaware
limited  partnership  ("INVESTOR"),  and STEVIA CORP., a Nevada corporation (the
"COMPANY").

     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the
conditions contained herein, the Company shall issue and sell to Investor,  from
time to time as provided  herein,  and  Investor  shall  purchase,  up to Twenty
Million Dollars ($20,000,000) of its Common Stock (as defined below); and

     NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

     Section 1.1 DEFINED TERMS as used in this  Agreement,  the following  terms
shall have the following  meanings  specified or indicated  (such meanings to be
equally applicable to both the singular and plural forms of the terms defined)

     "AGREEMENT" shall have the meaning specified in the preamble hereof.

     "BY-LAWS" shall have the meaning specified in Section 4.8.

     "CERTIFICATE" shall have the meaning specified in Section 4.8.

     "CLAIM NOTICE" shall have the meaning specified in Section 9.3(a).

     "CLEARING  DATE"  shall be the date in which the  Estimated  Put Shares (as
defined in Section  2.2(a)) have been deposited  into the  Investor's  brokerage
account and  Investor's  broker has  confirmed  with  Investor that Investor may
execute trades of such Estimated Put Shares.

     "CLOSING"  shall mean one of the  closings of a purchase and sale of shares
of Common Stock pursuant to Section 2.3.

     "CLOSING  CERTIFICATE" shall mean the closing certificate of the Company in
the form of Exhibit B hereto.

     "CLOSING  PRICE" shall mean the closing bid price for the Company's  Common
Stock on the Principal Market on a Trading Day as reported by Bloomberg  Finance
L.P.

     "COMMITMENT PERIOD" shall mean the period commencing on the Effective Date,
and ending on the earlier of (i) the date on which Investor shall have purchased
Put Shares  pursuant to this  Agreement for an aggregate  Purchase  Price of the
Maximum  Commitment  Amount,  or (ii) the date occurring  thirty six (36) months
from the date of commencement of the Commitment Period.

     "COMMON STOCK" shall mean the Company's common stock,  $0.001 par value per
share,  and any  shares  of any  other  class of  common  stock  whether  now or
hereafter  authorized,  having the right to participate in the  distribution  of
dividends (as and when declared) and assets (upon liquidation of the Company).

     "COMMON STOCK  EQUIVALENTS"  shall mean any securities that are convertible
into or  exchangeable  for  Common  Stock  or any  options  or other  rights  to
subscribe for or purchase  Common Stock or any such  convertible or exchangeable
securities.

     "COMPANY"  shall  have  the  meaning  specified  in the  preamble  to  this
Agreement.

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     "CONDITION  SATISFACTION  DATE" shall have the meaning specified in Section
7.2.

     "DAMAGES" shall mean any loss, claim, damage,  liability,  cost and expense
(including, without limitation, reasonable attorneys' fees and disbursements and
costs and expenses of expert witnesses and investigation).

     "DISPUTE PERIOD" shall have the meaning specified in Section 9.3(a).

     "DOLLAR VOLUME" shall mean the product of (a) the Closing Price  multiplied
by (b) the trading volume on the Principal Market on a Trading Day.

     "DTC" shall have the meaning specified in Section 2.3.

     "DWAC" shall have the meaning specified in Section 2.3.

     "EFFECTIVE DATE" shall mean the Subscription Date.

     "ESTIMATED PUT SHARES" shall have the meaning specified in Section 2.2(a)

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder.

     "FAST" shall have the meaning specified in Section 2.3.

     "FINRA" shall mean the Financial Industry Regulatory Authority, Inc.

     "FLOOR PRICE" shall have the meaning specified in Section 2.1(c).

     "INDEMNIFIED PARTY" shall have the meaning specified in Section 9.3(a).

     "INDEMNIFYING PARTY" shall have the meaning specified in Section 9.3(a).

     "INDEMNITY NOTICE" shall have the meaning specified in Section 9.3(b).

     "INVESTMENT AMOUNT" shall mean the dollar amount to be invested by Investor
to  purchase  Put Shares  with  respect to any Put as notified by the Company to
Investor in accordance with Section 2.2.

     "INVESTOR"  shall  have  the  meaning  specified  in the  preamble  to this
Agreement.

     "LEGEND" shall have the meaning specified in Section 8.1.

     "MARKET  PRICE" shall mean the lowest  Closing  Price during the  Valuation
Period.

     "MATERIAL   ADVERSE   EFFECT"  shall  mean  any  effect  on  the  business,
operations,  properties,  or financial condition of the Company that is material
and adverse to the Company and/or any condition, circumstance, or situation that
would prohibit or otherwise materially interfere with the ability of the Company
to enter into and perform its obligations under any of this Agreement.

     "MAXIMUM   COMMITMENT   AMOUNT"   shall   mean   Twenty   Million   Dollars
($20,000,000).

     "MAXIMUM  PUT AMOUNT"  shall mean the lesser of (i) Five  Hundred  Thousand
Dollars  ($500,000),  or (ii) Five Hundred  percent (500%) of the average of the
Dollar Volume for the ten (10) Trading Days immediately preceding the Put Date.

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     "NEW PRICE" shall have the meaning specified in Section 2.6.

     "OLD PRICE" shall have the meaning specified in Section 2.6.

     "PAR VALUE PAYMENT" shall have the meaning specified in Section 2.2(a)

     "PERSON"  shall  mean an  individual,  a  corporation,  a  partnership,  an
association, a trust or other entity or organization,  including a government or
political subdivision or an agency or instrumentality thereof.

     "PRINCIPAL  MARKET" shall mean any of the national  exchanges  (i.e.  NYSE,
NYSE AMEX, Nasdaq), the OTC Bulletin Board, or other principal exchange which is
at the time the principal trading exchange or market for the Common Stock.

     "PURCHASE  PRICE"  shall mean 93% of the Market Price on such date on which
the Purchase Price is calculated in accordance  with the terms and conditions of
this Agreement.

     "PUT"  shall  mean the right of the  Company  to require  the  Investor  to
purchase  shares of Common  Stock,  subject to the terms and  conditions of this
Agreement.

     "PUT DATE" shall mean any Trading Day during the  Commitment  Period that a
Put Notice is deemed delivered pursuant to Section 2.2(b).

     "PUT  NOTICE"  shall mean a written  notice,  substantially  in the form of
Exhibit A hereto,  to Investor setting forth the Investment  Amount with respect
to which the Company  intends to require  Investor to purchase  shares of Common
Stock pursuant to the terms of this Agreement.

     "PUT  SHARES"  shall mean all  shares of Common  Stock  issued or  issuable
pursuant to a Put that has been exercised or may be exercised in accordance with
the terms and conditions of this Agreement.

     "REGISTERED  SECURITIES"  shall  mean  the  (a)  Put  Shares,  and  (b) any
securities  issued or issuable  with  respect to any of the  foregoing by way of
exchange,  stock dividend or stock split or in connection  with a combination of
shares,  recapitalization,  merger,  consolidation  or other  reorganization  or
otherwise.  As  to  any  particular  Registered  Securities,  once  issued  such
securities  shall cease to be  Registrable  Securities  when (i) a  Registration
Statement has been declared effective by the SEC and such Registrable Securities
have  been  disposed  of  pursuant  to  a  Registration  Statement,   (ii)  such
Registrable Securities have been sold under circumstances under which all of the
applicable  conditions of Rule 144 are met, (iii) such time as such  Registrable
Securities have been otherwise  transferred to holders who may trade such shares
without  restriction  under the Securities Act or (iv) in the opinion of counsel
to the Company,  which counsel shall be reasonably acceptable to Investor,  such
Registrable Securities may be sold without registration under the Securities Act
or the need for an exemption from any such registration requirements and without
any time,  volume or  manner  limitations  pursuant  to Rule  144(b)(i)  (or any
similar provision then in effect) under the Securities Act.

     "REGISTRABLE   SECURITIES"   shall  have  the  meaning  set  forth  in  the
Registration Rights Agreement.

     "REGISTRATION   RIGHTS  AGREEMENT"  shall  mean  the  Registration   Rights
Agreement, dated as of the date hereof, between the Company and Investor.

     "REGISTRATION  STATEMENT" shall mean the Company's  effective  registration
statement  on file with the SEC,  and any follow up  registration  statement  or
amendment thereto.

     "REGULATION  D" shall mean  Regulation D promulgated  under the  Securities
Act.

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     "RULE  144"  shall mean Rule 144 under the  Securities  Act or any  similar
provision then in force under the Securities Act.

     "SEC" shall mean the Securities and Exchange Commission.

     "SECURITIES  ACT" shall have the meaning  specified in the recitals of this
Agreement.

     "SEC DOCUMENTS"  shall mean, as of a particular date, all reports and other
documents  filed  by the  Company  pursuant  to  Section  13(a)  or 15(d) of the
Exchange Act since the end of the  Company's  then most  recently  completed and
reported  fiscal year as of the time in question  (provided  that if the date in
question is within ninety days of the  beginning of the  Company's  fiscal year,
the term shall include all documents  filed since the beginning of the preceding
fiscal year).

     "SHORT  SALES"  shall  mean all  "short  sales" as  defined  in Rule 200 of
Regulation  SHO under the  Exchange  Act (but shall not be deemed to include the
location and/or reservation of borrowable shares of Common Stock).

     "SUBSCRIPTION DATE" shall mean the date on which this Agreement is executed
and delivered by the Company and Investor.

     "THIRD PARTY CLAIM" shall have the meaning specified in Section 9.3(a).

     "TRADING DAY" shall mean a day on which the Principal  Market shall be open
for business.

     "TRANSACTION  DOCUMENTS"  shall mean this  Agreement  and the  Registration
Rights Agreement.

     "TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to
any  substitute  or  replacement  transfer  agent for the Common  Stock upon the
Company's appointment of any such substitute or replacement transfer agent).

     "UNDERWRITER"  shall mean any underwriter  participating in any disposition
of the Registered  Securities on behalf of Investor pursuant to the Registration
Statement.

     "VALUATION  EVENT"  shall  mean an event in which the  Company  at any time
during a Valuation Period takes any of the following actions:

          (a) subdivides or combines the Common Stock;

          (b) pays a  dividend  in  shares  of  Common  Stock or makes any other
distribution  of shares of Common Stock,  except for dividends paid with respect
to any series of preferred stock authorized by the Company, whether existing now
or in the future;

          (c) issues any options or other  rights to  subscribe  for or purchase
shares of Common Stock other than  pursuant to this  Agreement and the price per
share for which  shares of Common Stock may at any time  thereafter  be issuable
pursuant to such options or other rights shall be less than the Closing Price in
effect immediately prior to such issuance;

          (d) issues any securities  convertible into or exchangeable for shares
of Common Stock and the consideration per share for which shares of Common Stock
may at any time thereafter be issuable pursuant to the terms of such convertible
or  exchangeable  securities  shall be less  than the  Closing  Price in  effect
immediately prior to such issuance;

          (e) issues  shares of Common Stock  otherwise  than as provided in the
foregoing  subsections  (a) through (d), at a price per share less, or for other
consideration  lower, than the Closing Price in effect immediately prior to such
issuance, or without consideration; or

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          (f) makes a distribution of its assets or evidences of indebtedness to
the holders of Common Stock as a dividend in  liquidation or by way of return of
capital or other than as a dividend  payable out of earnings or surplus  legally
available for dividends under applicable law or any distribution to such holders
made in respect of the sale of all or substantially  all of the Company's assets
(other than under the  circumstances  provided for in the foregoing  subsections
(a) through (e).

     "VALUATION  PERIOD"  shall  mean  the  period  of  five  (5)  Trading  Days
immediately  following  the Clearing Date  associated  with the  applicable  Put
Notice during which the Purchase Price of the Common Stock is valued;  provided,
however,  that if a Valuation  Event occurs during any Valuation  Period,  a new
Valuation Period shall begin on the Trading Day immediately after the occurrence
of such  Valuation  Event and end on the fifth  (5th)  Trading  Day  thereafter.
Investor  shall notify the Company in writing of the  occurrence of the Clearing
Date  associated with a Put Notice.  The Valuation  Period shall begin the first
Trading Day following such written notice from Investor.

                                   ARTICLE II
                        PURCHASE AND SALE OF COMMON STOCK

     Section 2.1 INVESTMENTS.

          (a) PUTS.  Upon the terms and conditions set forth herein  (including,
without limitation,  the provisions of Article VII), on any Put Date the Company
may  exercise a Put by the  delivery of a Put  Notice.  The number of Put Shares
that  Investor  shall  purchase  pursuant  to such Put  shall be  determined  by
dividing the Investment Amount specified in the Put Notice by the Purchase Price
with respect to such Put Notice.

          (b) RESTRICTED  COMMON STOCK. As a condition for the execution of this
Agreement by the Investor, the Company shall issue to the Investor 35,000 shares
of restricted  common stock (the  "Restricted  Shares") upon the signing of this
Agreement. The Restricted Shares shall have no registration rights.

          (c) FLOOR PRICE.  In the event that,  during a Valuation  Period,  the
Closing Price on any Trading Day falls more than twenty  percent (20%) below the
average  of  closing  trade  prices for the five (5)  trading  days  immediately
preceding  the date of the  Company's  Put Notice (a "Low Bid Price"),  for each
such  Trading  Day,  the  parties  shall  have no  right  and  shall be under no
obligation  to  purchase  and sell one fifth  (1/5th) of the  Investment  Amount
specified in the Put Notice,  and the  Investment  Amount shall  accordingly  be
deemed reduced by such amount. In the event that during a Valuation Period there
exists  a  Low  Bid  Price  for  any  two  (2)  Trading  Days--not   necessarily
consecutive--then  the balance of each party's right and  obligation to purchase
and sell the  Investment  Amount under such Put Notice  shall  terminate on such
second  Trading Day  ("Termination  Day"),  and the  Investment  Amount shall be
adjusted to include only one-fifth (1/5th) of the initial  Investment Amount for
each Trading Day during the Valuation  Period prior to the  Termination Day that
the Closing Price equals or exceeds the Low Bid Price.

     Section 2.2 MECHANICS.

          (a)  PUT  NOTICE.  At any  time  and  from  time to  time  during  the
Commitment Period, the Company may deliver a Put Notice to Investor,  subject to
the conditions set forth in Section 7.2; provided,  however, that the Investment
Amount  identified  in the  applicable  Put Notice shall not be greater than the
Maximum Put Amount and, when taken  together  with any prior Put Notices,  shall
not exceed the Maximum Commitment.  The Company may deliver multiple Put Notices
to Investor at any time,  even on the same Trading Day,  without any requirement
that a certain  amount of time elapse between the delivery of Put Notices or the
Closing  thereof.  On the Put Date  the  Company  shall  deliver  to  Investor's
brokerage  account estimated put shares equal to the Investment Amount indicated
in the Put Notice  divided by the Closing  Price on the Trading Day  immediately
preceding  the Put Date,  multiplied by one hundred  twenty five percent  (125%)
(the  "Estimated Put Shares").  Simultaneous  with the delivery of the Estimated

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Put Shares,  Investor  shall  deliver  payment by check or wire  transfer to the
Company an amount equal to the par value of the Estimated Put Shares ("Par Value
Payment").

          (b) DATE OF  DELIVERY  OF PUT  NOTICE.  A Put  Notice  shall be deemed
delivered  on (i) the Trading Day it is received by  facsimile  or  otherwise by
Investor if such notice is received on or prior to 12:00 noon New York time,  or
(ii) the  immediately  succeeding  Trading Day if it is received by facsimile or
otherwise after 12:00 noon New York time on a Trading Day or at anytime on a day
which is not a Trading Day.

     Section 2.3 CLOSINGS. At the end of the Valuation Period the Purchase Price
shall be  established  and the number of Put Shares  shall be  determined  for a
particular  Put. If the number of Estimated  Put Shares  initially  delivered to
Investor is greater than the Put Shares  purchased by Investor  pursuant to such
Put, then immediately  after the Valuation Period that Investor shall deliver to
Company any excess Estimated Put Shares  associated with such Put. If the number
of  Estimated  Put  Shares  delivered  to  Investor  is less than the Put Shares
purchased by Investor  pursuant to a Put, then  immediately  after the Valuation
Period the  Company  shall  deliver  to  Investor  the  difference  between  the
Estimated  Put Shares  and the Put Shares  issuable  pursuant  to such Put.  The
Closing of a Put shall occur upon the date in which the  settlement of trades of
the Put  Shares  associated  with such Put  Notice in the  Investor's  brokerage
account has been completed, whereby Investor shall deliver the Investment Amount
specified in the Put Notice,  less the Par Value  Payment,  by wire  transfer of
immediately  available funds to an account designated by the Company. In lieu of
delivering  physical  certificates  representing  the Common  Stock  issuable in
accordance  with clause (a) of this Section 2.3, and provided  that the Transfer
Agent  then is  participating  in the  Depository  Trust  Company  ("DTC")  Fast
Automated  Securities Transfer ("FAST") program,  upon request of Investor,  but
subject to the applicable  provisions of Article VIII hereof,  the Company shall
use  its  commercially  reasonable  efforts  to  cause  the  Transfer  Agent  to
electronically  transmit,  prior to the applicable  Closing Date, the applicable
Put Shares by  crediting  the account of the  Investor's  prime  broker with DTC
through its Deposit  Withdrawal  Agent Commission  ("DWAC") system,  and provide
proof satisfactory to the Investor of such delivery. In addition, on or prior to
such Closing Date,  each of the Company and Investor shall deliver to each other
all documents,  instruments and writings  required to be delivered or reasonably
requested by either of them pursuant to this Agreement in order to implement and
effect the transactions contemplated herein.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

     Investor represents and warrants to the Company that:

     Section 3.1 INTENT.  Investor is entering  into this  Agreement for its own
account and Investor has no present arrangement (whether or not legally binding)
at any time to sell the  Registered  Securities  to or  through  any  person  or
entity;  provided,  however,  that Investor reserves the right to dispose of the
Registered  Securities  at  any  time  in  accordance  with  federal  and  state
securities laws applicable to such disposition.

     Section 3.2 NO LEGAL  ADVICE FROM THE COMPANY.  The  Investor  acknowledges
that it has had the  opportunity to review this  Agreement and the  transactions
contemplated by this Agreement with its own legal counsel and investment and tax
advisors. The Investor is relying solely on such counsel and advisors and not on
any statements or representations  of the Company or any of its  representatives
or agents for legal,  tax or investment  advice with respect to this investment,
the  transactions  contemplated  by this Agreement or the securities laws of any
jurisdiction.

     Section 3.3 SOPHISTICATED  INVESTOR.  Investor is a sophisticated  investor
(as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited  investor
(as defined in Rule 501 of  Regulation  D), and Investor has such  experience in
business and financial  matters that it is capable of evaluating  the merits and
risks of an investment in the Registered Securities.  Investor acknowledges that
an investment in the Registered  Securities is  speculative  and involves a high
degree of risk.

     Section 3.4 AUTHORITY.  (a) Investor has the requisite  power and authority
to  enter  into  and  perform  its  obligations  under  this  Agreement  and the
transactions contemplated hereby in accordance with its terms; (b) the execution

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and delivery of this Agreement and the  consummation  by it of the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
action and no further  consent or  authorization  of Investor or its partners is
required;  and (c) this Agreement has been duly authorized and validly  executed
and  delivered by Investor and  constitutes  a valid and binding  obligation  of
Investor  enforceable  against  it in  accordance  with its  terms,  subject  to
applicable  bankruptcy,  insolvency,  or similar laws  relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

     Section  3.5 NOT AN  AFFILIATE.  Investor  is not an  officer,  director or
"affiliate"  (as that term is defined in Rule 405 of the Securities  Act) of the
Company.

     Section 3.6  ORGANIZATION AND STANDING.  Investor is a limited  partnership
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware and has all requisite  power and  authority to own,  lease and
operate its  properties  and to carry on its  business  as now being  conducted.
Investor is duly qualified and in good standing in every  jurisdiction  in which
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification  necessary,  other than  those in which the  failure so to qualify
would not have a material adverse effect on Investor.

     Section  3.7  ABSENCE OF  CONFLICTS.  The  execution  and  delivery of this
Agreement and any other  document or  instrument  contemplated  hereby,  and the
consummation of the transactions contemplated hereby and thereby, and compliance
with the  requirements  hereof and thereof,  will not (a) violate any law, rule,
regulation,  order,  writ,  judgment,  injunction,  decree or award  binding  on
Investor, (b) violate any provision of any indenture, instrument or agreement to
which  Investor  is a party or is  subject,  or by which  Investor or any of its
assets is bound, or conflict with or constitute a material  default  thereunder,
(c) result in the creation or  imposition  of any lien  pursuant to the terms of
any such  indenture,  instrument  or  agreement,  or  constitute a breach of any
fiduciary duty owed by Investor to any third party,  or (d) require the approval
of any  third-party  (that  has not  been  obtained)  pursuant  to any  material
contract,  instrument,  agreement,  relationship  or legal  obligation  to which
Investor is subject or to which any of its assets,  operations or management may
be subject.

     Section 3.8 DISCLOSURE; ACCESS TO INFORMATION.  Investor had an opportunity
to review copies of the SEC Documents filed on behalf of the Company and has had
access to all publicly available information with respect to the Company.

     Section  3.9  MANNER OF SALE.  At no time was  Investor  presented  with or
solicited  by or through any leaflet,  public  promotional  meeting,  television
advertisement or any other form of general solicitation or advertising.

     Section 3.10. FINANCIAL CAPABILITY. Investor has the financial capacity and
the necessary capital to perform its obligations hereunder.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company  represents and warrants to Investor that,  except as disclosed
in the SEC Documents:

     Section 4.1 ORGANIZATION OF THE COMPANY.  The Company is a corporation duly
organized and validly  existing and in good standing under the laws of the State
of Nevada and has all requisite  power and  authority to own,  lease and operate
its properties and to carry on its business as now being conducted.  The Company
is  duly  qualified  as a  foreign  corporation  to do  business  and is in good
standing in every  jurisdiction in which the nature of the business conducted or
property  owned by it makes such  qualification  necessary,  other than those in
which the failure so to qualify would not have a Material Adverse Effect.

     Section 4.2 AUTHORITY.  (a) The Company has the requisite  corporate  power
and authority to enter into and perform its obligations under this Agreement and
to issue the Put Shares and Restricted Shares; (b) the execution and delivery of
this  Agreement by the Company and the  consummation  by it of the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate  action and no further consent or  authorization of the Company or its

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Board of Directors or stockholders  is required;  and (c) each of this Agreement
and has been duly executed and delivered by the Company and  constitutes a valid
and  binding  obligation  of the  Company  enforceable  against  the  Company in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable  bankruptcy,  insolvency,  or similar laws  relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

     Section 4.3  CAPITALIZATION.  As of the date hereof, the authorized capital
stock of the Company consists of 100,000,000 shares of Common Stock,  $0.001 par
value per share,  of which  52,800,000  shares were issued and outstanding as of
October 31, 2011.

     Except  as  otherwise  disclosed  in the SEC  Documents  and a  convertible
promissory  note in the  principal  amount of $250,000  issued by the Company on
January  16, 2012 to a foreign  accredited  investor,  there are no  outstanding
securities  which are  convertible  into shares of Common  Stock,  whether  such
conversion is currently exercisable or exercisable only upon some future date or
the occurrence of some event in the future.

     All of the outstanding shares of Common Stock of the Company have been duly
and validly authorized and issued and are fully paid and non-assessable.

     Section  4.4  COMMON  STOCK.  The  Company is in full  compliance  with all
reporting requirements of the Exchange Act, and to its knowledge the Company has
maintained all requirements for the continued listing or quotation of the Common
Stock,  and such Common  Stock is  currently  listed or quoted on the  Principal
Market which is presently the OTC Markets, Inc. Pink Sheets.

     Section 4.5 SEC DOCUMENTS.  The Company may make available to Investor true
and complete copies of the SEC Documents (including,  without limitation,  proxy
information and solicitation materials). To the Company's knowledge, the Company
has not provided to Investor any information that,  according to applicable law,
rule or regulation, should have been disclosed publicly prior to the date hereof
by the  Company,  but which has not been so  disclosed.  As of their  respective
dates, the SEC Documents complied in all material respects with the requirements
of the Exchange Act, and other federal laws, rules and regulations applicable to
such SEC Documents, and none of the SEC Documents contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements of the Company  included in the SEC  Documents  comply as to form and
substance in all material respects with applicable  accounting  requirements and
the published  rules and  regulations of the SEC or other  applicable  rules and
regulations with respect thereto.  Such financial  statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  applied  on a
consistent  basis  during the periods  involved  (except (a) as may be otherwise
indicated in such  financial  statements or the notes thereto or (b) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be  condensed  or summary  statements)  and fairly  present in all  material
respects the  financial  position of the Company as of the dates thereof and the
results of operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal year-end audit adjustments).

     Section 4.6 VALID  ISSUANCES.  When issued and paid for as herein provided,
the Put Shares and the Restricted Shares shall be duly and validly issued, fully
paid, and non-assessable.  Neither the sales of the Put Shares or the Restricted
Shares  pursuant  to  this  Agreement  nor  the  Company's  performance  of  its
obligations  hereunder  shall (a) result in the  creation or  imposition  of any
liens,  charges,  claims or other encumbrances upon the Put Shares or Restricted
Shares,  or any of the assets of the  Company,  or (b)  entitle  the  holders of
outstanding shares of Common Stock to preemptive or other rights to subscribe to
or acquire the Common Stock or other  securities of the Company.  The Put Shares
and  Restricted  Shares  shall not subject  Investor to personal  liability,  in
excess of the subscription price by reason of the ownership thereof.

     Section 4.7 NO CONFLICTS.  The execution,  delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of the Put Shares
and the Restricted  Shares, do not and will not (a) result in a violation of the
Certificate  or By-Laws or (b) conflict  with, or constitute a material  default
(or an event that with  notice or lapse of time or both would  become a material

                                       8
<PAGE>
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, any material agreement,  indenture,  instrument
or any "lock-up" or similar  provision of any underwriting or similar  agreement
to which the Company is a party,  or (c) result in a violation  of any  federal,
state or local law,  rule,  regulation,  order,  judgment  or decree  (including
federal and state securities laws and regulations)  applicable to the Company or
by which any  property or asset of the Company is bound or affected  (except for
such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not,  individually or in the aggregate,  have a Material
Adverse  Effect) nor is the Company  otherwise in violation of, conflict with or
in default under any of the foregoing.  The business of the Company is not being
conducted in violation of any law,  ordinance or regulation of any  governmental
entity, except for possible violations that either singly or in the aggregate do
not and will not have a Material  Adverse  Effect.  The Company is not  required
under  federal,  state or local law,  rule or  regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or  issue  and  sell  the  Common  Stock in
accordance with the terms hereof (other than any SEC, FINRA or state  securities
filings  that  may be  required  to be made  by the  Company  subsequent  to any
Closing, any registration statement that may be filed pursuant hereto); provided
that, for purposes of the representation  made in this sentence,  the Company is
assuming  and relying  upon the  accuracy of the  relevant  representations  and
agreements of Investor herein.

     Section 4.8 NO MATERIAL  ADVERSE CHANGE.  Since September 30, 2011 no event
has occurred that would have a Material Adverse Effect on the Company, except as
disclosed in the SEC Documents.

     Section 4.9 LITIGATION AND OTHER PROCEEDINGS. Except as may be disclosed in
the SEC  Documents,  there are no  lawsuits  or  proceedings  pending  or to the
knowledge of the Company  threatened,  against the Company,  nor has the Company
received  any written or oral notice of any such  action,  suit,  proceeding  or
investigation,  which  would have a Material  Adverse  Effect.  Except as may be
disclosed in the SEC Documents,  no judgment,  order, writ, injunction or decree
or award has been issued by or, so far as is known by the Company,  requested of
any court, arbitrator or governmental agency which would have a Material Adverse
Effect.

     Section 4.10 DILUTION. The number of shares of Common Stock issuable as Put
Shares may increase substantially in certain circumstances,  including,  but not
necessarily limited to, the circumstance wherein the trading price of the Common
Stock  declines  during the period between the Effective Date and the end of the
Commitment Period.  The Company's  executive officers and directors have studied
and  fully  understand  the  nature  of the  transactions  contemplated  by this
Agreement and recognize that they have a potential dilutive effect. The board of
directors of the Company has concluded in its good faith business  judgment that
such issuance is in the best interests of the Company.  The Company specifically
acknowledges  that,  subject to Section 2.2(c),  its obligation to issue the Put
Shares is binding upon the Company and  enforceable  regardless  of the dilution
such issuance may have on the ownership  interests of other  shareholders of the
Company.

                                    ARTICLE V
                              COVENANTS OF INVESTOR

     Section 5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES.  Investor's trading
activities with respect to shares of the Common Stock will be in compliance with
all applicable state and federal  securities laws, rules and regulations and the
rules and  regulations  of FINRA and the  Principal  Market on which the  Common
Stock is listed or quoted.

     Section  5.2 SHORT  SALES AND  CONFIDENTIALITY.  Neither  Investor  nor any
affiliate of the Investor acting on its behalf or pursuant to any  understanding
with it will  execute any Short Sales  during the period from the date hereof to
the end of the Commitment  Period.  For the purposes  hereof,  and in accordance
with  Regulation  SHO, the sale after delivery of a Put Notice of such number of
shares of Common Stock  reasonably  expected to be purchased  under a Put Notice
shall not be deemed a Short Sale.

     Other  than  to  other  Persons  party  to  this  Agreement,  Investor  has
maintained the  confidentiality of all disclosures made to it in connection with
this transaction (including the existence and terms of this transaction).

                                       9
<PAGE>
                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

     Section 6.1  RESERVATION  OF COMMON STOCK.  The Company will,  from time to
time as needed in advance of a Closing Date,  reserve and keep  available  until
the consummation of such Closing, free of preemptive rights sufficient shares of
Common Stock for the purpose of enabling  the Company to satisfy its  obligation
to issue the Put  Shares to be issued in  connection  therewith.  The  number of
shares so reserved  from time to time,  as  theretofore  increased or reduced as
hereinafter provided,  may be reduced by the number of shares actually delivered
hereunder.

     Section 6.2  LISTING OF COMMON  STOCK.  If the Company  applies to have the
Common  Stock traded on any other  Principal  Market,  it shall  include in such
application the Put Shares,  and shall take such other action as is necessary or
desirable in the reasonable  opinion of Investor to cause the Common Stock to be
listed on such other Principal Market as promptly as possible. The Company shall
use its commercially  reasonable  efforts to continue the listing and trading of
the  Common  Stock  on the  Principal  Market  (including,  without  limitation,
maintaining sufficient net tangible assets) and will comply in all respects with
the Company's reporting,  filing and other obligations under the bylaws or rules
of the FINRA and the Principal Market.

     Section  6.3  CERTAIN  AGREEMENTS.  So long as this  Agreement  remains  in
effect,  the Company  covenants  and agrees that it will not,  without the prior
written  consent of the  Investor,  enter into any other  equity  line of credit
agreement  with a third party  during the  Commitment  Period  having  terms and
conditions  substantially  comparable  to this  Agreement.  For the avoidance of
doubt, nothing contained in the Transaction Documents shall restrict, or require
the  Investor's  consent  for,  any  agreement  providing  for the  issuance  or
distribution  of (or the  issuance  or  distribution  of) any equity  securities
pursuant to any agreement or arrangement  that is not commonly  understood to be
an "equity line of credit."

                                   ARTICLE VII
                            CONDITIONS TO DELIVERY OF
                      PUT NOTICES AND CONDITIONS TO CLOSING

     Section 7.1 CONDITIONS  PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE
AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell
the  Put  Shares  to  Investor  incident  to  each  Closing  is  subject  to the
satisfaction,  at or before each such  Closing,  of each of the  conditions  set
forth below.

          (a)  ACCURACY  OF  INVESTOR'S   REPRESENTATIONS  AND  WARRANTIES.  The
representations  and  warranties  of  Investor  shall be true and correct in all
material  respects as of the date of this  Agreement  and as of the date of each
such Closing as though made at each such time except for changes which would not
have a Material Adverse Effect.

          (b) PERFORMANCE BY INVESTOR. Investor shall have performed,  satisfied
and complied in all  respects  with all  covenants,  agreements  and  conditions
required by this  Agreement  to be  performed,  satisfied  or  complied  with by
Investor at or prior to such Closing.

          (c) Principal Market  Regulation.  The Company shall not issue any Put
Shares,  or  Restricted  Shares,  and the  Investor  shall not have the right to
receive  any Put Shares or  Restricted  Shares,  if the  issuance of such shares
would  exceed the  aggregate  number of shares of Common Stock which the Company
may  issue  without  breaching  the  Company's  obligations  under  the rules or
regulations  of the  Principal  Market (the  "Exchange  Cap"),  except that such
limitation  shall not apply in the event the Company obtains the approval of its
stockholders  if required by the  applicable  rules of the Principal  Market for
issuances of Common Stock in excess of the  Exchange  Cap. For the  avoidance of
doubt, the Company may, but shall be under no obligation to, obtain the approval
of its stockholders of the transactions contemplated by this Agreement.

                                       10
<PAGE>
     Section 7.2  CONDITIONS  PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A
PUT NOTICE AND THE  OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES.  The right of
the Company to deliver a Put Notice and the obligation of Investor  hereunder to
acquire  and pay for the Put  Shares  incident  to a Closing  is  subject to the
satisfaction,  on (i) the  date of  delivery  of such  Put  Notice  and (ii) the
applicable Closing Date (each a "CONDITION  SATISFACTION  DATE"), of each of the
following conditions:

          (a) EFFECTIVE REGISTRATION STATEMENT.  The Registration Statement, and
any  amendment or  supplement  thereto,  shall remain  effective for the sale by
Investor  of the  Registered  Securities  subject to such Put  Notice,  and such
Registration  Statement  shall remain  effective on each Condition  Satisfaction
Date and (i) neither the Company nor Investor  shall have  received  notice that
the SEC has  issued  or  intends  to issue a stop  order  with  respect  to such
Registration  Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of such Registration Statement, either temporarily or permanently,
or  intends or has  threatened  to do so (unless  the SEC's  concerns  have been
addressed  and  Investor  is  reasonably  satisfied  that the SEC no  longer  is
considering or intends to take such action), and (ii) no other suspension of the
use or withdrawal of the effectiveness of such Registration Statement or related
prospectus shall exist.

          (b) ACCURACY OF THE  COMPANY'S  REPRESENTATIONS  AND  WARRANTIES.  The
representations  and  warranties of the Company shall be true and correct in all
material respects as of each Condition  Satisfaction Date as though made at each
such time (except for representations  and warranties  specifically made as of a
particular  date)  with  respect  to  all  periods,  and as to  all  events  and
circumstances occurring or existing to and including each Condition Satisfaction
Date,   except   for  any   conditions   which  have   temporarily   caused  any
representations  or  warranties  herein  to be  incorrect  and  which  have been
corrected with no continuing impairment to the Company or Investor.

          (c)  PERFORMANCE  BY THE COMPANY.  The Company  shall have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to each Condition Satisfaction Date.

          (d) NO INJUNCTION.  No statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
adopted by any court or governmental  authority of competent  jurisdiction  that
prohibits or directly and materially  adversely  affects any of the transactions
contemplated by this Agreement, and no proceeding shall have been commenced that
may have the effect of prohibiting or materially  adversely affecting any of the
transactions contemplated by this Agreement.

          (e) ADVERSE  CHANGES.  Since the date of filing of the Company's  most
recent  SEC  Document,  no event  that  had or is  reasonably  likely  to have a
Material Adverse Effect has occurred.

          (f) NO  SUSPENSION  OF TRADING IN OR  DELISTING OF COMMON  STOCK.  The
trading  of the  Common  Stock  shall not have been  suspended  by the SEC,  the
Principal  Market or the FINRA and the Common Stock shall have been approved for
listing or  quotation  on and shall not have been  delisted  from the  Principal
Market.

          (g) [INTENTIONALLY OMITTED]

          (h) TEN PERCENT  LIMITATION.  On each Closing Date,  the number of Put
Shares  then to be  purchased  by  Investor  shall not exceed the number of such
shares that, when aggregated with all other shares of Common Stock then owned by
Investor beneficially or deemed beneficially owned by Investor,  would result in
Investor  owning  more  than  9.99%  of all of such  Common  Stock  as  would be
outstanding on such Closing Date, as determined in accordance with Section 16 of
the Exchange Act and the  regulations  promulgated  thereunder.  For purposes of
this  Section,  in the event  that the  amount of Common  Stock  outstanding  as
determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated  thereunder is greater on a Closing Date than on the date upon which
the Put Notice  associated with such Closing Date is given, the amount of Common
Stock  outstanding on such Closing Date shall govern for purposes of determining

                                       11
<PAGE>
whether  Investor,  when aggregating all purchases of Common Stock made pursuant
to this Agreement,  would own more than 9.99% of the Common Stock following such
Closing Date.

          (i) PRINCIPAL MARKET  REGULATION.  The Company shall not issue any Put
Shares  or  Restricted  Shares,  and the  Investor  shall  not have the right to
receive  any Put Shares or  Restricted  Shares,  if the  issuance of such shares
would exceed the Exchange Cap,  except that such  limitation  shall not apply in
the event the Company  obtains the approval of its  stockholders  if required by
the  applicable  rules of the Principal  Market for issuances of Common Stock in
excess of the  Exchange  Cap. For the  avoidance of doubt,  the Company may, but
shall be under no obligation to, obtain the approval of its  stockholders of the
transactions contemplated by this Agreement.

          (j) NO  KNOWLEDGE.  The Company  shall have no  knowledge of any event
more likely than not to have the effect of causing such  Registration  Statement
to be suspended or otherwise ineffective (which event is more likely than not to
occur within the fifteen (15)  Trading Days  following  the Trading Day on which
such Put Notice is deemed delivered).

          (k) NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT.  The issuance of
shares of Common Stock with respect to the applicable Closing, if any, shall not
violate the shareholder approval requirements of the Principal Market.

          (l) NO VALUATION  EVENT.  No Valuation Event shall have occurred since
the Put Date.

          (m) OTHER. On each Condition  Satisfaction  Date,  Investor shall have
received a  certificate  in  substantially  the form and  substance of Exhibit B
hereto,  executed by an executive  officer of the Company and to the effect that
all the  conditions to such Closing shall have been  satisfied as at the date of
each such certificate.

                                  ARTICLE VIII
                                     LEGENDS

     Section 8.1 NO STOCK LEGEND OR STOCK TRANSFER RESTRICTIONS. No legend shall
be placed on the share certificates representing the Put Shares.

     Section  8.2  INVESTOR'S  COMPLIANCE.  Nothing in this  Article  VIII shall
affect in any way Investor's  obligations under any agreement to comply with all
applicable securities laws upon the sale of the Common Stock.

                                   ARTICLE IX
                            NOTICES; INDEMNIFICATION

     Section 9.1 NOTICES. All notices, demands, requests,  consents,  approvals,
and other  communications  required or permitted  hereunder  shall be in writing
and, unless otherwise  specified  herein,  shall be (a) personally  served,  (b)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (c) delivered by reputable  air courier  service with charges
prepaid, or (d) transmitted by hand delivery, telegram, facsimile, or email as a
PDF,  addressed as set forth below or to such other  address as such party shall
have specified most recently by written notice given in accordance herewith. Any
notice or other communication  required or permitted to be given hereunder shall
be deemed  effective  (i) upon hand  delivery  or delivery  by  facsimile,  with
accurate confirmation  generated by the transmitting facsimile machine, or email
as a PDF, at the address or number  designated below (if delivered on a business
day during normal  business  hours where such notice is to be received),  or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business day during normal  business  hours where such notice is to be received)
or (ii) on the  second  business  day  following  the date of mailing by express
courier  service or on the fifth  business day after  deposited in the mail,  in
each case, fully prepaid,  addressed to such address,  or upon actual receipt of
such mailing, whichever shall first occur.

                                       12
<PAGE>
The addresses for such communications shall be:

     If to the Company:

          Stevia Corp.
          7117 US 31 S.
          Indianapolis, Indiana 46227
          Attn:  George Blankenbaker
          President
          Tel:  888-250-2566
          Email: george@stevia.co

     With a copy to:

          Greenberg Traurig LLP
          1201 K Street Suite 1100
          Sacramento, California 95814
          Attn: Mark C Lee
          Tel: 916-442-1111
          Fax: 916-448-1709

     If to Investor:

          Southridge Partners II, LP
          90 Grove Street
          Ridgefield, Connecticut 06877
          Tel: 203-431-8300
          Fax: 203-431-8301
          Email: info@southridgellc.com

Either party hereto may from time to time change its address or facsimile number
for  notices  under this  Section  9.1 by giving at least ten (10)  days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

     Section 9.2 INDEMNIFICATION. Each party (an "Indemnifying Party") agrees to
indemnify and hold harmless the other party along with its officers,  directors,
employees,  and  authorized  agents,  and each  Person or  entity,  if any,  who
controls  such party within the meaning of Section 15 of the  Securities  Act or
Section 20 of the  Exchange  Act (an  "Indemnified  Party") from and against any
Damages,  joint or  several,  and any  action in  respect  thereof  to which the
Indemnified Party becomes subject to, resulting from, arising out of or relating
to any misrepresentation,  breach of warranty or nonfulfillment of or failure to
perform any covenant or agreement on the part of Indemnifying Party contained in
this Agreement, as such Damages are incurred,  except to the extent such Damages
result  primarily from  Indemnified  Party's  failure to perform any covenant or
agreement  contained  in  this  Agreement  or  Indemnified  Party's  negligence,
recklessness or bad faith in performing its obligations under this Agreement.

     Section  9.3 METHOD OF  ASSERTING  INDEMNIFICATION  CLAIMS.  All claims for
indemnification  by any  Indemnified  Party (as defined below) under Section 9.2
shall be asserted and resolved as follows:

          (a)  In the  event  any  claim  or  demand  in  respect  of  which  an
Indemnified  Party might seek indemnity under Section 9.2 is asserted against or
sought to be  collected  from such  Indemnified  Party by a person  other than a
party hereto or an affiliate  thereof (a "THIRD PARTY CLAIM"),  the  Indemnified
Party  shall  deliver a written  notification,  enclosing  a copy of all  papers
served,  if any,  and  specifying  the nature of and basis for such Third  Party
Claim and for the Indemnified  Party's claim for  indemnification  that is being
asserted  under any  provision  of Section  9.2 against an  Indemnifying  Party,
together with the amount or, if not then reasonably ascertainable, the estimated
amount,  determined in good faith,  of such Third Party Claim (a "CLAIM NOTICE")
with reasonable  promptness to the Indemnifying  Party. If the Indemnified Party
fails  to  provide  the  Claim  Notice  with  reasonable  promptness  after  the
Indemnified  Party receives notice of such Third Party Claim,  the  Indemnifying
Party shall not be obligated to indemnify the Indemnified  Party with respect to
such Third Party Claim to the extent that the  Indemnifying  Party's  ability to
defend  has been  prejudiced  by such  failure  of the  Indemnified  Party.  The
Indemnifying  Party shall notify the  Indemnified  Party as soon as  practicable

                                       13
<PAGE>
within the period  ending thirty (30)  calendar  days  following  receipt by the
Indemnifying  Party of either a Claim Notice or an Indemnity  Notice (as defined
below) (the  "DISPUTE  PERIOD")  whether the  Indemnifying  Party  disputes  its
liability or the amount of its liability to the Indemnified  Party under Section
9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to
defend the Indemnified Party against such Third Party Claim.

               (i) If the  Indemnifying  Party  notifies the  Indemnified  Party
     within the Dispute Period that the Indemnifying Party desires to defend the
     Indemnified  Party with  respect to the Third Party Claim  pursuant to this
     Section 9.3(a), then the Indemnifying Party shall have the right to defend,
     with counsel reasonably  satisfactory to the Indemnified Party, at the sole
     cost and expense of the Indemnifying  Party,  such Third Party Claim by all
     appropriate   proceedings,   which  proceedings  shall  be  vigorously  and
     diligently  prosecuted by the  Indemnifying  Party to a final conclusion or
     will be settled at the discretion of the Indemnifying  Party (but only with
     the consent of the  Indemnified  Party in the case of any  settlement  that
     provides for any relief other than the payment of monetary  damages or that
     provides  for the payment of monetary  damages as to which the  Indemnified
     Party  shall not be  indemnified  in full  pursuant  to Section  9.2).  The
     Indemnifying Party shall have full control of such defense and proceedings,
     including any compromise or settlement thereof; provided, however, that the
     Indemnified  Party may,  at the sole cost and  expense  of the  Indemnified
     Party, at any time prior to the Indemnifying Party's delivery of the notice
     referred to in the first  sentence  of this  clause  (i),  file any motion,
     answer or other  pleadings  or take any other  action that the  Indemnified
     Party  reasonably  believes to be necessary or  appropriate  to protect its
     interests;  and provided  further,  that if  requested by the  Indemnifying
     Party,  the  Indemnified  Party  will,  at the sole cost and expense of the
     Indemnifying  Party,  provide  reasonable  cooperation to the  Indemnifying
     Party in  contesting  any Third  Party  Claim that the  Indemnifying  Party
     elects to  contest.  The  Indemnified  Party may  participate  in,  but not
     control,  any defense or settlement of any Third Party Claim  controlled by
     the Indemnifying  Party pursuant to this clause (i), and except as provided
     in the preceding  sentence,  the Indemnified Party shall bear its own costs
     and  expenses  with  respect  to such  participation.  Notwithstanding  the
     foregoing, the Indemnified Party may takeover the control of the defense or
     settlement of a Third Party Claim at any time if it irrevocably  waives its
     right to  indemnity  under  Section  9.2 with  respect to such Third  Party
     Claim.

               (ii) If the  Indemnifying  Party fails to notify the  Indemnified
     Party  within the Dispute  Period that the  Indemnifying  Party  desires to
     defend  the  Third  Party  Claim  pursuant  to  Section  9.3(a),  or if the
     Indemnifying Party gives such notice but fails to prosecute  vigorously and
     diligently or settle the Third Party Claim,  or if the  Indemnifying  Party
     fails to give any notice  whatsoever  within the Dispute  Period,  then the
     Indemnified  Party  shall  have the right to  defend,  at the sole cost and
     expense of the Indemnifying Party, the Third Party Claim by all appropriate
     proceedings, which proceedings shall be prosecuted by the Indemnified Party
     in a  reasonable  manner  and in  good  faith  or will  be  settled  at the
     discretion of the  Indemnified  Party(with the consent of the  Indemnifying
     Party,  which consent will not be unreasonably  withheld).  The Indemnified
     Party will have full control of such defense and proceedings, including any
     compromise or settlement thereof;  provided,  however, that if requested by
     the Indemnified  Party, the  Indemnifying  Party will, at the sole cost and
     expense of the Indemnifying  Party,  provide reasonable  cooperation to the
     Indemnified Party and its counsel in contesting any Third Party Claim which
     the  Indemnified  Party  is  contesting.   Notwithstanding   the  foregoing
     provisions of this clause (ii), if the Indemnifying  Party has notified the
     Indemnified  Party within the Dispute  Period that the  Indemnifying  Party
     disputes  its  liability  or the amount of its  liability  hereunder to the
     Indemnified  Party  with  respect  to such  Third  Party  Claim and if such
     dispute  is  resolved  in favor  of the  Indemnifying  Party in the  manner
     provided in clause (iii) below, the Indemnifying Party will not be required
     to bear the costs and expenses of the Indemnified  Party's defense pursuant
     to this clause (ii) or of the Indemnifying Party's participation therein at
     the Indemnified Party's request,  and the Indemnified Party shall reimburse
     the  Indemnifying  Party  in full for all  reasonable  costs  and  expenses
     incurred by the Indemnifying Party in connection with such litigation.  The
     Indemnifying  Party may  participate  in, but not  control,  any defense or

                                       14
<PAGE>
     settlement  controlled  by the  Indemnified  Party  pursuant to this clause
     (ii), and the Indemnifying Party shall bear its own costs and expenses with
     respect to such participation.

               (iii) If the  Indemnifying  Party notifies the Indemnified  Party
     that it does not dispute its  liability  or the amount of its  liability to
     the  Indemnified  Party with respect to the Third Party Claim under Section
     9.2 or fails to notify the  Indemnified  Party  within the  Dispute  Period
     whether the Indemnifying  Party disputes its liability or the amount of its
     liability to the Indemnified  Party with respect to such Third Party Claim,
     the amount of Damages  specified in the Claim Notice shall be  conclusively
     deemed a liability  of the  Indemnifying  Party  under  Section 9.2 and the
     Indemnifying  Party shall pay the amount of such Damages to the Indemnified
     Party  on  demand.  If the  Indemnifying  Party  has  timely  disputed  its
     liability or the amount of its  liability  with respect to such claim,  the
     Indemnifying Party and the Indemnified Party shall proceed in good faith to
     negotiate a resolution  of such  dispute;  provided,  however,  that if the
     dispute is not resolved within thirty (30) days after the Claim Notice, the
     Indemnifying  Party shall be entitled to institute  such legal action as it
     deems appropriate.

          (b) In the event  any  Indemnified  Party  should  have a claim  under
Section 9.2 against the  Indemnifying  Party that does not involve a Third Party
Claim, the Indemnified Party shall deliver a written notification of a claim for
indemnity  under Section 9.2  specifying the nature of and basis for such claim,
together with the amount or, if not then reasonably ascertainable, the estimated
amount,  determined in good faith,  of such claim (an  "INDEMNITY  NOTICE") with
reasonable  promptness to the Indemnifying Party. The failure by any Indemnified
Party  to give the  Indemnity  Notice  shall  not  impair  such  party's  rights
hereunder except to the extent that the Indemnifying  Party demonstrates that it
has been irreparably  prejudiced thereby. If the Indemnifying Party notifies the
Indemnified  Party that it does not dispute the claim or the amount of the claim
described  in such  Indemnity  Notice or fails to notify the  Indemnified  Party
within the Dispute Period whether the  Indemnifying  Party disputes the claim or
the  amount of the claim  described  in such  Indemnity  Notice,  the  amount of
Damages  specified  in the  Indemnity  Notice  will  be  conclusively  deemed  a
liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party
shall pay the amount of such Damages to the Indemnified  Party on demand. If the
Indemnifying  Party has  timely  disputed  its  liability  or the  amount of its
liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall  proceed in good faith to  negotiate a resolution  of such  dispute;
provided,  however,  that if the dispute is not resolved within thirty (30) days
after the Claim Notice,  the  Indemnifying  Party shall be entitled to institute
such legal action as it deems appropriate.

          (c) The indemnity  provisions contained herein shall be in addition to
(i) any cause of action or similar rights of the  Indemnified  Party against the
Indemnifying  Party or others,  and (ii) any liabilities the Indemnifying  Party
may be subject to.

                                    ARTICLE X
                                  MISCELLANEOUS

     Section 10.1 GOVERNING LAW; JURISDICTION.  This Agreement shall be governed
by and  interpreted in accordance with the laws of the State of New York without
regard to the  principles  of conflicts of law. Each of the Company and Investor
hereby submit to the  exclusive  jurisdiction  of the United States  Federal and
state courts located in New York with respect to any dispute  arising under this
Agreement,   the  agreements   entered  into  in  connection   herewith  or  the
transactions contemplated hereby or thereby.

     Section 10.2 JURY TRIAL WAIVER. The Company and the Investor hereby waive a
trial by jury in any action, proceeding or counterclaim brought by either of the
parties  hereto  against the other in respect of any matter arising out of or in
connection with the Transaction Documents.

     Section 10.3 ASSIGNMENT.  This Agreement shall be binding upon and inure to
the benefit of the Company and Investor and their respective successors. Neither
this  Agreement  nor any rights of  Investor  or the  Company  hereunder  may be
assigned by either party to any other person.

     Section 10.4 THIRD PARTY BENEFICIARIES.  This Agreement is intended for the
benefit of the Company and Investor and their respective successors,  and is not

                                       15
<PAGE>
for the  benefit  of, nor may any  provision  hereof be  enforced  by, any other
person.

     Section 10.5  TERMINATION.  The Company may terminate this Agreement at any
time by written  notice to the  Investor.  Additionally,  this  Agreement  shall
terminate  at the end of  Commitment  Period  or as  otherwise  provided  herein
(unless  extended  by the  agreement  of the Company  and  Investor);  provided,
however,  that the provisions of Articles V and VIII, and Sections 9.1, 9.2, 9.3
10.1, 10.2 and 10.4 shall survive the termination of this Agreement for a period
of eighteen (18) months.

     Section 10.6 ENTIRE AGREEMENT, AMENDMENT; NO WAIVER. This Agreement and the
instruments  referenced  herein contain the entire  understanding of the Company
and Investor with respect to the matters  covered herein and therein and, except
as  specifically  set forth herein or therein,  neither the Company nor Investor
makes any representation, warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

     Section 10.7 FEES AND EXPENSES.  The Company agrees to pay its own expenses
and shall pay a fee to  Investor  in the  amount of $25,000 in cash to cover its
expenses in connection with the preparation of this Agreement and performance of
Investor's  obligations  hereunder.  The  Company  shall  pay all stamp or other
similar taxes and duties  levied in  connection  with issuance of the Put Shares
pursuant hereto.

     Section  10.8  COUNTERPARTS.  This  Agreement  may be  executed in multiple
counterparts,  each of which may be executed by less than all of the parties and
shall be deemed to be an original  instrument which shall be enforceable against
the parties actually executing such counterparts and all of which together shall
constitute one and the same  instrument.  This Agreement may be delivered to the
other  parties  hereto  by  facsimile  transmission  or  email of a copy of this
Agreement bearing the signature of the parties so delivering this Agreement.

     Section  10.9  SEVERABILITY.  In the  event  that  any  provision  of  this
Agreement  becomes or is declared  by a court of  competent  jurisdiction  to be
illegal,  unenforceable or void, this Agreement shall continue in full force and
effect  without  said  provision;  provided  that  such  severability  shall  be
ineffective if it materially  changes the economic  benefit of this Agreement to
any party.

     Section 10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause
to be done and  performed,  all such further acts and things,  and shall execute
and deliver all such other agreements, certificates,  instruments and documents,
as the other party may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

     Section 10.11 NO STRICT  CONSTRUCTION.  The language used in this Agreement
will be deemed to be the language  chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.

     Section 10.12 EQUITABLE  RELIEF.  The Company  recognizes that in the event
that it fails to perform,  observe,  or discharge any or all of its  obligations
under this  Agreement,  any remedy at law may prove to be  inadequate  relief to
Investor.  The  Company  therefore  agrees  that  Investor  shall be entitled to
temporary and permanent injunctive relief in any such case without the necessity
of proving actual damages.

     Section 10.13 TITLE AND  SUBTITLES.  The titles and subtitles  used in this
Agreement are used for the convenience of reference and are not to be considered
in construing or interpreting this Agreement.

     Section 10.14 REPORTING  ENTITY FOR THE COMMON STOCK.  The reporting entity
relied  upon for the  determination  of the  Closing  Price and the VWAP for the
Common Stock on any given Trading Day for the purposes of this  Agreement  shall
be Bloomberg Finance L.P. or any successor  thereto.  The written mutual consent
of  Investor  and the Company  shall be  required to employ any other  reporting
entity.

     Section 10.15  PUBLICITY.  The Company and Investor shall consult with each
other in issuing any press releases or otherwise  making public  statements with

                                       16
<PAGE>
respect to the  transactions  contemplated  hereby and no party  shall issue any
such press release or otherwise make any such public statement without the prior
written  consent of the other parties,  which consent shall not be  unreasonably
withheld or  delayed,  except  that no prior  consent  shall be required if such
disclosure  is required by law,  in which such case the  disclosing  party shall
provide  the  other  parties  with  prior  notice  of  such  public   statement.
Notwithstanding the foregoing,  the Company shall not publicly disclose the name
of Investor  without the prior written  consent of such Investor,  except to the
extent  required by law.  Investor  acknowledges  that this Agreement and all or
part of the  Transaction  Documents may be deemed to be "material  contracts" as
that term is defined by Item  601(b)(10) of Regulation S-K, and that the Company
may  therefore  be  required  to file such  documents  as exhibits to reports or
registration  statements  filed under the  Securities  Act or the Exchange  Act.
Investor  further  agrees that the status of such  documents  and  materials  as
material  contracts shall be determined  solely by the Company,  in consultation
with its counsel.


                         [SIGNATURES ON FOLLOWING PAGE]

                                       17
<PAGE>
                                [SIGNATURE PAGE]

     IN WITNESS  WHEREOF,  the parties  hereto have caused this Equity  Purchase
Agreement to be executed by the undersigned,  thereunto duly  authorized,  as of
the date first set forth above.

                                    SOUTHRIDGE PARTNERS II, LP

                                    By: Southridge Advisors LLC


                                    By: /s/ Stephen Hicks
                                       -----------------------------------------
                                    Name:  Stephen Hicks
                                    Title: Manager

                                    STEVIA CORP.


                                    By: /s/ George Blankenbaker
                                       -----------------------------------------
                                    Name:  George Blankenbaker
                                    Title: President


                                       18
<PAGE>
                                    EXHIBITS

                         EXHIBIT A      Put Notice

                         EXHIBIT B      Closing Certificate


<PAGE>
                                    EXHIBIT A

                               FORM OF PUT NOTICE

TO: SOUTHRIDGE PARTNERS II, LP

We  refer  to  the  Equity  Purchase  Agreement  dated  ___________,  2012  (the
"Agreement")  entered into by Stevia Corp. (the "Company") and you.  Capitalized
terms defined in the Agreement shall,  unless otherwise  defined,  have the same
meaning when used herein.

We hereby:

1.   Give you notice that we require you to purchase $_________ (the "Investment
     Amount") in Put Shares; and

2.   Certify  that,  as of the date hereof,  to the best of our  knowledge,  the
     conditions set forth in Section 7.2 of the Agreement are satisfied.

Date: _____________, 20__

                                 [_____________________________]

                                 By: __________________________
                                 Name:
                                 Title: Chief Executive Officer

<PAGE>
                                    EXHIBIT B

                                     FORM OF

                   CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER

                                       OF

                                  STEVIA CORP.

     Pursuant to Section 7.2(m) of that certain Equity Purchase  Agreement dated
___________________2012  (the  "Agreement")  by  and  between  the  Company  and
Southridge Partners II, LP (the "Investor"), the undersigned, in his capacity as
the Chief  Executive  Officer of Stevia Corp.  (the  "Company"),  and not in his
individual  capacity,  hereby  certifies,  as of the date hereof (such date, the
"Condition Satisfaction Date"), the following:

     1. The  representations  and warranties of the Company are true and correct
in all material respects as of the Condition Satisfaction Date as though made on
the  Condition  Satisfaction  Date (except for  representations  and  warranties
specifically  made as of a particular date) with respect to all periods,  and as
to all events and  circumstances  occurring  or  existing to and  including  the
Condition  Satisfaction  Date,  except for any conditions which have temporarily
caused  any  representations  or  warranties  of the  Company  set  forth in the
Agreement  to be  incorrect  and which have been  corrected  with no  continuing
impairment to the Company or Investor; and

     2. All of the  Company's  conditions to Closing set forth in Section 7.2 of
the Agreement have been satisfied as of the Condition Satisfaction Date.

     Capitalized  terms used  herein  shall have the  meanings  set forth in the
Agreement unless otherwise defined herein.

     IN WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the
___ day of ____________, 20__.


                                 By: ______________________________________

                                     _______________Chief Executive Officer