THIS
      SUBSCRIPTION IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION
      4(2)
      AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS
      OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS.

     

    
      
        

      

       

      SUBSCRIPTION

       

      
        

      

    

    


    THIS
      SUBSCRIPTION (this
      “Subscription”)
      has
      been executed by the undersigned in connection with the private placement by
      China Agri-Business, Inc., a corporation organized under the laws of the State
      of Maryland (hereinafter referred to as the “Company”),
      of up
      to a maximum of $1,500,000 of Units (the “Units”),
      at a
      purchase price of $25,000 per Unit (the “Per
      Unit Purchase Price”).
      

    


    Each
      Unit
      consists of one nonregistered $25,000 principal amount 3% convertible promissory
      note due two years from the date of issuance (each a “Note”
and
      collectively the “Notes”)
      and
      nonregistered series C warrants to purchase 25,000 shares of the Company’s
      Securities (the “Series
      C Warrants”,
      and
      collectively with the Notes, the “Securities”).
      The
      Notes are convertible, in part or in full, at a conversion price of $0.50 per
      share into shares of common stock of the Company (the “Conversion
      Shares”).The
      Series C Warrants are exercisable, in part or in full, at an exercise price
      of
      $1.50 per share into shares of common stock of the Company (the “Series
      C Warrant Shares”).

    


    This
      Subscription has been entered into pursuant to the terms of a Private Placement
      Memorandum of the Company, dated September 8, 2008 (the “PPM”),
      and
      shall be governed by the terms of such PPM. Unless otherwise separately defined
      herein, all capitalized terms used in this Subscription shall have the same
      meaning as is set forth in the PPM. 

    


    The
      undersigned Purchaser:

    


    
      	
              NAME:

            	            
              
	 	 
	
              ADDRESS:

            	        

	 	       
              


    

    


    if
      applicable, a [Corporate][Partnership][Trust] organized under the laws of
      ________________, (hereinafter
      referred to as the “Purchaser”)
      hereby
      represents and warrants to, and agrees with the Company as follows:

    


    ARTICLE
      1

    SUBSCRIPTION

    


    Subscription

    


    1.1 The
      undersigned Purchaser, as principal, hereby subscribes to
      purchase________________Unit(s),
      at an aggregate purchase price of $     (the
      “Subscription
      Funds”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Method
      of Subscription

    


    1.2 The
      Purchaser shall pay the Subscription Funds by delivering good funds in United
      States Dollars by way of wire transfer of funds or check payable to Signature
      Bank as escrow agent (the “Escrow Agent”). The wire transfer instructions and
      mailing address are attached as Exhibit
      A
      hereto.  

    


    The
      Company may terminate the Offering, for any reason or no reason, at any time
      before or after the sale of all or any portion of the Securities. The Units
      are
      offered subject to the right of the Company to reject any Subscription for
      any
      reason or for no reason.

    


    Subscriptions
      may also be revoked prior to the Closing Date. In the event of any such
      revocation, or in the event that the Offering is terminated for any reason
      without a closing, subscription proceeds will be promptly refunded without
      interest thereon.

    


    ARTICLE
      2

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

    


    Representations
      and Warranties

    


    2.1 The
      Purchaser represents and warrants in all material respects to the Company,
      with
      the intent that the Company will rely thereon in accepting this Subscription,
      that:

    


    
      	 	
              (a)

            	
              Accredited
                Investor.
                The Purchaser is an “accredited investor” as that term is defined in
                Regulation D promulgated under the Securities Act by virtue of being
                (initial all applicable responses)

            


    

     

    
      	 	 	 	 
	
               

            	 	 	
              A
                small business investment company licensed by the U.S. Small Business
                Administration under the Small
                Business Investment Company Act of 1958,

            
	 	 	 	 
	 	 	 	
              A
                business development company as defined in the Investment
                Company Act of 1940,

            
	 	 	 	 
	 	 	 	
              A
                national or state-chartered commercial bank, whether acting in an
                individual
                or fiduciary capacity,

            
	 	 	 	 
	 	 	 	
              An
                insurance company as defined in Section 2(13) of the Securities
                Act,

            
	 	 	 	 
	 	 	 	
              An
                investment company registered under the Investment
                Company Act of 1940,

            
	 	 	 	 
	 	 	 	
              An
                employee benefit plan within the meaning of Title I of the
                Employee Retirement Income Security Act of 1974,
                where the investment decision is made by a plan fiduciary, as defined
                in
                Section 3(21) of such Act, which is either a bank, insurance company,
                or
                registered investment advisor, or an employee benefit plan which
                has total
                assets in excess of $5,000,000,

            
	 	 	 	 
	 	 	 	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment
                Advisors Act of 1940,

            
	 	 	 	 
	 	 	 	
              An
                organization described in Section 501(c)(3) of the Internal
                Revenue Code,
                a
                corporation or a partnership with total assets in excess of
                $5,000,000,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	 	 	 
	 	 	 	
                A
                  natural person (as opposed to a corporation, partnership, trust
                  or other
                  legal entity) whose net worth, or joint net worth together with
                  his/her
                  spouse, exceeds $1,000,000,

              
	 	 	 	 
	 	 	 	
                Any
                  trust, with total assets in excess of $5,000,000, not formed for
                  the
                  specific purpose of acquiring the Securities, whose purchase is
                  directed
                  by a sophisticated person as described in Section 506(b)(2)(ii)
                  of
                  Regulation D,

              
	 	 	 	 
	 	 	 	
                A
                  natural person (as opposed to a corporation, partnership, trust
                  or other
                  legal entity) whose individual income was in excess of $200,000
                  in each of
                  the two most recent years (or whose joint income with such person's
                  spouse
                  was at least $300,000 during such years) and who reasonably expects
                  an
                  income in excess of such amount in the current year, or

              
	 	 	 	 
	 	 	 	
                A
                  corporation, partnership, trust or other legal entity (as opposed
                  to a
                  natural person) and
                  all
                  of
                  such entity's equity owners fall into one or more of the categories
                  enumerated above;

              


      

       

    

    
      	 	
              (b)

            	
              Experience.
                The Purchaser is sufficiently experienced in financial and business
                matters to be capable of evaluating the merits and risks of its
                investments, and to make an informed decision relating thereto, and
                to
                protect its own interests in connection with the purchase of the
                Securities;

            


    

    


    
      	 	
              (c)

            	
              Own
                Account.
                The Purchaser is purchasing the Securities as principal for its own
                account. The Purchaser is purchasing the Securities for investment
                purposes only and not with an intent or view towards further sale
                or
                distribution (as such term is used in Section 2(11) of the Securities
                Act)
                thereof, and has not pre-arranged any sale with any other
                purchaser;

            


    

    


    
      	 	
              (d)

            	
              Exemption.
                The Purchaser understands that the offer and sale of the Securities
                is not
                being registered under the Securities Act based on the exemption
                from
                registration provided by Rule 506 promulgated under Section 4(2)
                of the
                Securities Act and that the Company is relying on such
                exemption.

            


    

    


    
      	 	
              (e)

            	
              Importance
                of Representations.
                The Purchaser understands that the Securities are being offered and
                sold
                in reliance on an exemption from the registration requirements of
                the
                Securities Act, and that the Company is relying upon the truth and
                accuracy of the representations, warranties, agreements, acknowledgments
                and understandings of the Purchaser set forth herein in order to
                determine
                the applicability of such safe harbor and the suitability of the
                Purchaser
                to acquire the Securities;

            


    

    


    
      	 	
              (f)

            	
              No
                Registration. 

            


    

     

    The
      Conversion Shares and Warrant Shares may not be transferred, sold,
 assigned, hypothecated or otherwise disposed of unless such transaction is
      the  subject of a registration statement filed with and declared effective
      by the Securities and Exchange Commission (the “Commission”) or
      unless an  exemption from the registration requirements under the
      Securities Act, such as  Rule 144, is available. The Purchaser represents
      and warrants and hereby agrees that all offers and sales of the Securities
      shall be made only pursuant to such  registration or to such exemption from
      registration;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (g)

            	
              Risk.
                The Purchaser acknowledges that the purchase of the Securities involves
                a
                high degree of risk, is aware of the risks and further acknowledges
                that
                it can bear the economic risk of the Securities, including the total
                loss
                of its investment;

            


    

    


    
      	 	
              (h)

            	
              Current
                Information.
                The Purchaser has been furnished with or has acquired copies of all
                requested information concerning the
                Company;

            


    

    


    
      	 	
              (i)

            	
              Independent
                Investigation.
                The Purchaser, in making the decision to purchase the Securities
                subscribed for, has relied upon independent investigations made by
                it and
                its purchaser representatives, if any, and the Purchaser and such
                representatives, if any, have prior to any sale to it, been given
                access
                and the opportunity to examine all material contracts and documents
                relating to this offering and an opportunity to ask questions of,
                and to
                receive answers from, the Company or any person acting on its behalf
                concerning the terms and conditions of this offering. The Purchaser
                and
                its advisors, if any, have been furnished with access to all materials
                relating to the business, finances and operation of the Company and
                materials relating to the offer and sale of the Securities which
                have been
                requested. The Purchaser and its advisors, if any, have received
                complete
                and satisfactory answers to any such
                inquiries;

            


    

    


    
      	 	
              (j)

            	
              No
                Recommendation or Endorsement.
                The Purchaser understands that no federal, state or other governmental
                or
                regulatory agency has passed on or made any recommendation or endorsement
                of the Securities;

            


    

    


    
      	 	
              (k)

            	
              The
                Purchaser.
                If the Purchaser is a partnership, corporation or trust, the person
                executing this Subscription on its behalf represents and warrants
                that

            


    

    


    
      	 	
              (i)

            	
              he
                or she has made due inquiry to determine the truthfulness of the
                representations and warranties made pursuant to this Subscription,
                and

            


    

    


    
      	 	
              (ii)

            	
              he
                or she is duly authorized (and if the undersigned is a trust, by
                the trust
                agreement) to make this investment and to enter into and execute
                this
                Subscription on behalf of such
                entity;

            


    

    


    
      	 	
              (l)

            	
              Non-Affiliate
                Status.
                The Purchaser is not an affiliate of the Company nor is any affiliate
                of
                the Purchaser an affiliate of the Company;
                and

            


    

    


    
      	 	
              (m)

            	
              No
                Advertisement or General Solicitation.
                The sale of the Securities has not been advertised through any article,
                notice or other communication published in any newspaper, magazine,
                or
                similar media or broadcast over television or radio; or through any
                seminar or meeting whose attendees have been invited by any general
                solicitation or general
                advertising.

            


    

    


    Non-Merger
      and Survival

    


    2.2 The
      representations and warranties of the Purchaser contained herein will be true
      at
      the date of execution of this Subscription by the Purchaser and as of the
      Closing Date in all material respects as though such representations and
      warranties were made as of such times and shall survive the Closing Date and
      the
      delivery of the Securities. 

    


    Indemnity

    


    2.3 The
      Purchaser agrees to indemnify and hold harmless the Company from and against
      any
      and all claims, demands, actions, suits, proceedings, assessments, judgments,
      damages, costs, losses and expenses resulting from the breach of any
      representation or warranty of such Purchaser under this
      Subscription.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    3.1 The
      Company, upon taking up and accepting this Subscription, represents and warrants
      in all material respects to the Purchaser, with the intent that the Purchaser
      will rely thereon in making this Subscription, that:

    


    
      	 	
              (a)
                

            	
              Legality.
                The Company has the requisite corporate power and authority to accept
                this
                Subscription and to issue, sell and deliver the Securities; this
                Subscription and the issuance, sale and delivery of the Securities
                hereunder and the transactions contemplated hereby have been duly
                and
                validly authorized by all necessary corporate action by the Company;
                this
                Subscription and the Securities have been duly and validly executed
                and
                delivered by and on behalf of the Company, and are valid and binding
                agreements of the Company, enforceable in accordance with their respective
                terms, except as enforceability may be limited by general equitable
                principles, bankruptcy, insolvency, fraudulent conveyance, reorganization,
                moratorium, or other laws affecting creditors’ rights
                generally;

            


    

    


    
      	 	
              (b)
                

            	
              Proper
                Organization.
                The Company is a corporation duly organized, validly existing and
                in good
                standing under the laws of its jurisdiction of incorporation and
                is duly
                qualified as a foreign corporation in all jurisdictions where the
                failure
                to be so qualified would have a materially adverse effect on its
                business;

            


    

    


    
      	 	
              (c)
                

            	
              No
                Legal Proceedings.
                There is no action, suit or proceeding before or by any court or
                any
                governmental agency or body, domestic or foreign, now pending or
                to the
                knowledge of the Company, threatened, against or affecting the Company,
                or
                any of its properties or assets, which might result in any material
                adverse change in the condition (financial or otherwise) or in the
                earnings, business affairs of business prospects of the Company,
                or which
                might materially and adversely affect the properties or assets
                thereof;

            


    

    


    
      	 	
              (d)
                

            	
              Non-Default.
                The Company is not in material default in the performance or observance
                of
                any material obligation, agreement, covenant or condition contained
                in any
                indenture, mortgage, deed of trust or other material instrument or
                agreement to which it is a party or by which it or its property may
                be
                bound;

            


    

    


    
      	 	
              (e)
                

            	
              No
                Misleading Statements.
                The information provided by the Company to the Purchaser does not
                contain
                any untrue statement of a material fact or omit to state any material
                fact;

            


    

    


    
      	 	
              (f)
                

            	
              Absence
                of Non-Disclosed Facts.
                There is no fact known to the Company (other than general economic
                conditions) that has not been disclosed in writing to the Purchaser
                that
                (i) could reasonably be expected to have a material adverse effect
                on the
                condition (financial or otherwise) of the Company; or (ii) could
                reasonably be expected to materially and adversely affect the ability
                of
                the Company to perform its obligations pursuant to this
                Subscription;

            


    

    


    
      	 	
              (g)
                

            	
              Non-Contravention.
                The acceptance of this Subscription and the issuance of the Securities
                and
                the transactions contemplated by this Subscription do not and will
                not
                conflict with or result in a breach by the Company of any of the
                terms or
                provisions of the Certificate of Incorporation or By-laws of the
                Company,
                or any indenture, mortgage, deed of trust, or other material agreement
                or
                instrument to which the Company is a party or by which it or any
                of its
                properties or assets are bound.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (h)
                

            	
              Sales
                Commission.
                The Company may pay a sales commission of up to 8% of the gross proceeds
                of the sale of the Securities to registered broker-dealers or others
                to
                whom such commissions may legally be
                paid.

            


    

    


    Survival

    


    3.2 The
      representations and warranties of the Company shall survive the Closing Date
      and
      the delivery of the Securities. 

    


    Indemnity

    


    3.3 The
      Company agrees to indemnify and hold harmless the Purchaser from and against
      any
      and all claims, demands, actions, suits, proceedings, assessments, judgments,
      damages, costs, losses and expenses resulting from the breach of any
      representation, warranty or covenant of the Company under this
      Subscription.

    


    ARTICLE
      4

    COVENANTS
      OF THE COMPANY

    


    Covenants
      of the Company

    


    4.1 The
      Company covenants and agrees with the Purchaser that:

    


    
      	 	
              (a)
                

            	
              Filings.
                The Company shall make all necessary filings in connection with the
                sale
                of the Securities as required by the laws and regulations of all
                appropriate jurisdictions and securities
                exchanges;

            


    

    


    
      	 	
              (b)
                

            	
              Opinion.
                The Company will, upon written request by the Purchaser, take such
                steps
                as are necessary to cause its counsel to issue an opinion to the
                Company’s
                transfer agent allowing the Purchaser to offer and sell the Common
                Shares
                in reliance on the provisions of Rule 144 provided that the holding
                period
                and other requirements of such Rule 144 are met. The costs of obtaining
                such an opinion shall be borne by the
                Company;

            


    

    


    Survival

    


    4.2 The
      covenants set forth in this Article shall survive the Closing Date for the
      benefit of the Purchaser.

    


    ARTICLE
      5

    ISSUANCE
      OF SECURITIES

    


    On
      or
      prior to the Closing Date, the Company will prepare and issue the Notes and
      Warrants registered in such name or names as specified by the Purchaser. Such
      Notes and Warrants, as well as the Conversion Shares and Warrant Shares, shall
      bear a legend in substantially the following form:

    


    THESE
      SECURITIES HAVE BEEN ISSUED PURSUANT TO THE SECTION 4(2) EXEMPTION TO THE
      REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
      SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNLESS THE SECURITIES ARE
      REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6

    REGISTRATION
      RIGHTS

    


    The
      Company has agreed to prepare and file with the Commission a registration
      statement under the Securities Act covering the Conversion Shares and Warrant
      Shares, in accordance with the terms and conditions of the Registration Rights
      Agreement of even date herewith.

    


    ARTICLE
      7

    CLOSING

    


    Closing
      shall be effected through the delivery of the Subscription Funds to the Company
      in accordance with Article 2 herein, together with a copy of this Subscription,
      duly executed by the Purchaser, and the delivery of a Note and Warrant
      evidencing the Securities to the Purchaser (or the Purchaser’s Representative)
      by the Company, together with a copy of this Subscription, duly
      executed.

    


    ARTICLE
      8

    GENERAL
      PROVISIONS

    


    Governing
      Law

    


    8.1 This
      Subscription shall be governed by and construed under the law of the State
      of
      New York without regard to its choice of law provision. Any disputes arising
      out
      of, in connection with, or with respect to this Subscription, the subject matter
      hereof, the performance or non-performance of any obligation hereunder, or
      any
      of the transactions contemplated hereby shall be adjudicated in a court of
      competent civil jurisdiction sitting in New York, New York and nowhere
      else.

    


    Successors
      and Assigns

    


    8.2 This
      Subscription shall inure to the benefit of and be binding on the respective
      successors and assigns of the parties hereto.

     

    Execution
      by Counterparts and Facsimile

    


    8.3 This
      Subscription may be executed in counterparts and by facsimile, each of which
      when executed by any party will be deemed to be an original and all of which
      counterparts will together constitute one and the same
      Subscription.

    


    Independent
      Legal Advice

    


    8.4 The
      parties hereto acknowledge that they have each received independent legal advice
      with respect to the terms of this Subscription and the transactions contemplated
      herein or have knowingly and willingly elected not to do so. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    [Remainder
      of page intentionally left blank]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE FOR INDIVIDUAL PURCHASER

    


    IN
      WITNESS WHEREOF,
      the
      undersigned represents that the foregoing statements are true and that he,
      she
      or they have executed this Subscription on this  day
      of  ,
      2008.

    


    
      	 	 	 
	
              Printed
                Name

            	 	
              Signature

            


    

    


    
      	 	 	 
	
              Printed
                Name

            	 	
              Signature

            


    

    


    Agreed
      to
      this  day
      of  ,2008:

    


    CHINA
      AGRI-BUSINESS, INC.

    


    
      	
              By:
                

            	 
	 	 
	
              Title:
                

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIGNATURE
      PAGE FOR ENTITIES 

    


    IN
      WITNESS WHEROF,
      the
      undersigned represents that the foregoing statements are true and that it caused
      this Subscription to be duly executed on its behalf on
      this         day
      of  ,
      2008.

    


    
      	 
	
              Printed
                Name of Purchaser

            


    

     

    
      	By:	
               

            
	 	
              (Signature
                of Authorized Person)

            


    

     

    
      	 
	
              (Printed
                Name and Title)

            


    

    


    Agreed
      to
      this  day
      of  ,
      2008.

    


    CHINA
      AGRI-BUSINESS, INC.

    


    
      	
              By:
                

            	 
	 	 
	
              Title:
                

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Full
      Name and Address of Purchaser for Registration Purposes:

    


    
      	
              NAME:
                

            	 


    

      

    
      	
              ADDRESS:
                

            	 


    

     

    
      	
              TEL.NO.:
                

            	 


    

      

    
      	
              FAX
                NO.: 

            	 


    

     

    
      	
              CONTACT NAME: 

            	 


    

    


    Delivery
      Instructions (if different from Registration Name):

    
      


      
        	
                NAME:
                  

              	 


      

        

      
        	
                ADDRESS:
                  

              	 


      

       

      
        	
                TEL.NO.:
                  

              	 


      

        

      
        	
                FAX
                  NO.: 

              	 


      

       

      
        	
                CONTACT NAME: 

              	 


      

      

        
          	
                  SPECIAL INSTRUCTIONS: