EXHIBIT
      2.6


**THIRD
      AMENDMENT OF REGISTRATION RIGHTS AGREEMENT**





**February 6,
      2008**





Reference
      is made to that certain Registration Rights Agreement (as amended, the
“ Agreement ”)
      entered into as of July 25, 2007 by and among Origin Agritech Ltd., a British
      Virgin Islands limited liability company (the “ Company ”),
      State
      Harvest Holdings Limited, a British Virgin Islands limited liability company
      wholly-owned by the Company (the “ Guarantor ”)
      and
      Citadel Equity Fund Ltd. (the “ Purchaser ”).
      All
      capitalized terms used in this amendment (this “ Amendment ”)
      but
      not defined herein shall have the meanings assigned to such terms in the
      Agreement.





**THE
      PARTIES ENTER THIS AGREEMENT** on the
      basis of the following facts, understandings and intentions:





A.
      Pursuant to the Section 11(a) of the Agreement, no provision of the Agreement
      can be amended without the Company having obtained the written consent of
      Majority Holders; and





B.
      The
      Company, the Guarantor and the Purchaser, being the sole Majority Holder, have
      agreed to amend the Agreement on the terms and conditions set forth
      herein .





NOW
      THEREFORE, in accordance with Section 11(a) of the Agreement and in
      consideration of the foregoing and the mutual agreements set forth herein,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Company, the Guarantor and the Purchaser, intending
      to be legally bound hereby, agree to the following:




|1. | Section
              1 of the Agreement is hereby amended by:
|-- | --------------------------------------------------------------



(a) deleting
      the definition of “ Registrable
      Convertible Securities ”
therein
      and replacing such definition with the following:





“
      “ Registrable
      Convertible Securities ”
means
      any Notes and the Guarantees until the earliest of (i) their effective
      registration under the Securities Act and the resale of all such Notes and
      Guarantees in accordance with the registration statement referred to in
      Section 2(f), as amended or supplemented by any amendment or supplement,
      including post-effective amendments, and all materials incorporated by reference
      or explicitly deemed to be incorporated by reference in such registration
      statement, (ii) the date on which such Notes and Guarantees are (A) sold
      pursuant to Rule 144 under circumstances in which any legend borne by such
      Notes
      and Guarantees relating to restrictions on transferability thereof, under the
      Securities Act or otherwise, is removed or (B) freely Transferable without
      restriction under Rule 144 or (iii) the date on which such Notes have been
      converted (and the related Guarantees have been terminated) or otherwise cease
      to be outstanding”;




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(b) deleting
      the definition of “ Registrable
      Securities ”
therein
      and replacing such definition with the following:





“
      “ Registrable
      Securities ”
means
      any Shares issuable upon conversion of any Notes constituting Registrable
      Convertible Securities, until the earliest of (i) their effective registration
      under the Securities Act and the resale of all such Shares in accordance with
      the Relevant Registration Statement, (ii) the date on which such Shares are
      (A)
      sold pursuant to Rule 144 under circumstances in which any legend borne by
      such
      Shares relating to restrictions on transferability thereof, under the Securities
      Act or otherwise, is removed or (B) freely Transferable without restriction
      under Rule 144 or (iii) the date on which such Shares cease to be
      outstanding”;





(c) deleting
      the definition of “ Rule
      144 ,”
      “ Rule
      405 ”
and
      “ Rule
      415 ”
therein
      and replacing such definition with the following:





“
      “ Rule
      144 ,”
      “ Rule
      405 ”
and
      “ Rule
      415 ”
mean,
      in each case, such rule as promulgated under the Securities Act, or any
      successor provision”; and





(d) adding
      the definition of “ Transferable ”
therein
      in alphabetical order as follows:





“
      “ Transferable ”
means,
      with respect to any security, able to be sold by a holder thereof who is not
      an
      affiliate of the issuer of such securities at the time of the sale, and has
      not
      been an affiliate during the preceding three months, for his or her own account; *provided* , *however* ,
      that
      for the purposes of this definition, the determination of whether such holder
      is
      or was an affiliate of the issuer shall be made in accordance with
      Rule 144”;




|2. | Section
              2(a) of the Agreement is hereby amended and restated as
              follows:
|-- | ----------------------------------------------------------------------------------------------------



“The
      Company and the Guarantor agree to file under the Securities Act as promptly
      as
      practicable but in any event within 234 **** days
      (on
      or before March 15, 2008) after the latter of (x) the Closing Date and (y)
      the
      date on which the Company becomes eligible to so file (the latter date
      hereinafter being referred to as the “ Eligibility
      Date ”),
      a
      shelf registration statement providing for the registration of, and the sale
      on
      a continuous or delayed basis by the Holders of, all of the Registrable
      Securities, pursuant to Rule 415 or any similar rule that may be adopted by
      the
      Commission. The Company and the Guarantor agree to use their reasonable efforts
      to cause the Shelf Registration Statement to become effective within 294 days
      after the Eligibility Date; provided, however, that the Company may, upon
      written notice to all Holders, postpone having the Shelf Registration Statement
      declared effective for a reasonable period not to exceed 15 consecutive days
      per
      postponement and provided that all such postponement periods total no more
      than
      30 days in the aggregate in any 365-day period if the Company possesses material
      non-public information, the disclosure of which would have a material adverse
      effect on the Company and its subsidiaries taken as a whole. The Company and
      the
      Guarantor shall use its reasonable efforts to keep such Shelf Registration
      Statement continuously effective until the earlier of (x) the date that there
      are no longer any Registrable Securities outstanding; (y) the expiration of
      the
      period referred to in Rule 144 of the Securities Act with respect to all
      Registrable Securities held by Persons that are not affiliates (as determined
      in
      accordance with Rule 144) of the Company; and (z) two years from the date
      (the “ Effective
      Date ”)
      such
      Registration Statement is declared effective (the “ Effective
      Period ”).
      Without prejudice to any registration rights, existing as of the date hereof,
      held by the Company’s securityholders or the Guarantors’ securityholders with
      respect to the Company’s securities or the Guarantors’ securities, respectively,
      none of the Company’s securityholders or the Guarantors’ securityholders (other
      than Holders of Registrable Securities) shall have the right to include any
      of
      the Company’s securities or the Guarantors’ securities in the Shelf Registration
      Statement.”




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|3. | Clauses
              (i) and (ii) of Section 2(d) of the Agreement are hereby amended and
              restated as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------



“(i)  if
      the
      Shelf Registration Statement is not filed with the Commission within 234 days
      following the Eligibility Date, then commencing on the 235 th day
      after the Eligibility Date, Additional Interest shall accrue on the principal
      amount of the outstanding Notes that are Registrable Convertible Securities
      at a
      rate of 2.25% per annum for the first 90 days following such 235 th day and
      at a rate of 2.50% per annum thereafter; or





(ii)  if
      the
      Shelf Registration Statement is not declared effective and does not otherwise
      become effective within 294 days following the Eligibility Date, then commencing
      on the 295 th day
      after the Eligibility Date, Additional Interest shall accrue on the principal amount
      of
      the outstanding Notes that are Registrable Convertible Securities at a rate
      of
      2.25% per annum for the first 90 days following such 295 th day and
      at a rate of 2.50% per annum thereafter; or .”




|4. | Section 9
              of the Agreement is hereby amended and restated as
              follows:
|-- | -------------------------------------------------------------------------------------------------



“9.  Rule
      144A and Rule 144.





(a)  So
      long
      as any Registrable Securities remain outstanding, the Company shall use its
      reasonable best efforts to file the reports required to be filed by it under
      Rule 144A(d)(4) under the Securities Act and the Exchange Act in a timely manner
      and, if at any time the Company is not required to file such reports, it will,
      upon the written request of any Holder of Registrable Securities, make publicly
      available other information so long as necessary to permit sales of such
      Holder’s securities pursuant to Rules 144 and 144A. The Company and the
      Guarantor covenant that they will take such further action as any Holder of
      Registrable Securities may reasonably request, including with respect to the
      Company’s transfer agent, all to the extent required from time to time to enable
      such Holder to sell Registrable Securities without registration under the
      Securities Act within the limitation of the exemptions provided by Rules 144 and
      144A (including, without limitation, the requirements of Rule 144A(d)(4)).
      Upon
      the written request of any Holder of Registrable Securities, the Company and
      the
      Guarantor shall deliver to such Holder a written statement as to whether it
      has
      complied with such requirements. Notwithstanding the foregoing, nothing in
      this
      Section 9 shall be deemed to require the Company to register any of its
      securities pursuant to the Exchange Act.





(b)  Upon
      the
      written request of any Holder of Registrable Securities, and following the
      receipt by the Company of any certificates, documents or opinions requested
      by
      the Company, which shall be satisfactory in form and substance to the Company
      to
      establish that such Holder is entitled to sell the securities identified in
      the
      Holder’s request pursuant to Rule 144, the Company shall cooperate with
      such Holder to facilitate the timely preparation and delivery of certificates,
      documents or opinions in connection with such sale as are required to represent
      that such securities are free of any restrictive legends relating to
      restrictions on transferability thereof under the Securities Act.”




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|5. | Section 4(i)
              of the Agreement is hereby amended and restated as
              follows:
|-- | ----------------------------------------------------------------------------------------------------



“Until
      the expiration of six months after the Closing Date, the Company will not,
      and
      will not permit any of its “affiliates” (as defined in Rule 144) to, resell any
      of the Securities that have been reacquired by any of them except pursuant
      to an
      effective registration statement under the Securities Act.”




|6. | The
              Purchaser represents and warrants to the Company and the Guarantor
              that
              the Purchaser is the sole holder of (i) all Shares constituting
              Registrable Securities and (ii) all of the
              Notes.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | Except
              as expressly amended by this Amendment, the Agreement shall remain
              in full
              force and effect.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------



|8. | This
              Amendment shall be effective from February 5,
              2008.
|-- | ------------------------------------------------------------------------------------



|**9.** | **This
              Amendment shall be governed by and construed in accordance with the
              laws
              of the State of New York.**
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------



|10. | This
              Amendment may be executed in any number of counterparts (which may
              be
              delivered in original form or by telecopier) and by the parties hereto
              in
              separate counterparts, each of which when so executed shall be deemed
              to
              be an original and all of which taken together shall constitute one
              and
              the same agreement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



[Signature
      Page(s) to Follow]




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**** IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      written above.





**ORIGIN
                AGRITECH LTD.**By:Name:Han
                GengchenTitle:Director




**STATE
                HARVEST HOLDINGS LIMITED**By:Name:Han
                GengchenTitle:Director




**CITADEL
                EQUITY FUND LTD.**By:
            Citadel
              Limited Partnership, its Portfolio
              ManagerBy:Name:
              Title:Authorized
                  Signatory




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