THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
        MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
        OF AN
        EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL
        SATISFACTORY TO CHINA AGRI-BUSINESS, INC. THAT SUCH REGISTRATION IS NOT
        REQUIRED. 

      


      No.
        C-

      Issue
        Date: _____, 2008

       

      CHINA
        AGRI-BUSINESS INC.

      


      FORM
        OF SERIES C COMMON STOCK PURCHASE WARRANT 

      


      FOR
        VALUE
        RECEIVED, ____________________ (“Holder”),
        is
        entitled to purchase, subject to the provisions of this Warrant, from China
        Agri-Business, Inc., a Maryland corporation (“Company”),
        at an
        exercise price per share equal to $1.50 (the exercise price in effect being
        herein called the “Exercise
        Price”),
        up to
        25,000 shares (“Warrant
        Shares”)
        of the
        Company’s Common Stock, par value $0.001 per share (“Common
        Stock”)
        and
        one series D warrant (the “Series
        D Warrants”).
        The
        number of Warrant Shares and Series D Warrants purchasable upon exercise
        of this
        Warrant and the Exercise Price shall be subject to adjustment from time to
        time
        as described herein. 

      


      This
        Warrant is being issued pursuant to the Private Placement Memorandum, dated
        September 8, 2008 (the “PPM”),
        among
        the Company and the initial holders of the Company Warrants (as defined below).
        Capitalized terms used herein have the respective meanings ascribed thereto
        in
        the PPM unless otherwise defined herein.

      


      Section
        1. Term.
        The
        term of this Warrant shall commence on the issue date indicated above and
        shall
        expire on the third anniversary thereof (the “Expiration
        Date”)
        (such
        period being the "Term"), unless terminated earlier under Section 5
        below.

      


      Section
        2. Registration
        and Transfers.
        The
        Company shall maintain books for the transfer and registration of the Warrant.
        Upon the initial issuance of this Warrant, the Company shall issue and register
        the Warrant in the name of the Holder. Subject to the restrictions set forth
        in
        Section 12, the Company shall transfer this Warrant from time to time upon
        the
        books to be maintained by the Company for that purpose, upon surrender hereof
        for transfer, properly endorsed or accompanied by appropriate instructions
        for
        transfer and such other documents as may be reasonably required by the Company,
        including, if required by the Company, an opinion of its counsel to the effect
        that such transfer is exempt from the registration requirements of the
        Securities Act, to establish that such transfer is being made in accordance
        with
        the terms hereof, and a new Warrant shall be issued to the transferee and
        the
        surrendered Warrant shall be canceled by the Company.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Section
        3. Exercise
        of Warrant.
        

      


      (a) Method
        of Exercise.
        Subject
        to the provisions hereof, the Holder may exercise this Warrant, in whole
        or in
        part, at any time prior to its expiration upon surrender of the Warrant,
        together with delivery of a duly executed Warrant exercise form, in the form
        attached hereto as Appendix
        A
        (the
“Exercise
        Agreement”)
        and
        payment by cash, certified check or wire transfer of funds of
        the
        aggregate Exercise Price for that number of Warrant Shares and Series D Warrant
        then being purchased, to the Company during normal business hours on any
        business day at the Company’s principal executive offices (or such other office
        or agency of the Company as it may designate by notice to the Holder).


      


      (b) Series
        D Warrant.
        The
        Series D Warrant issuable upon exercise of this Warrant shall entitle the
        holder
        to purchase shares of Common Stock in an amount equal to the number of Warrant
        Shares purchased pursuant to this Warrant at an exercise price per share
        equal
        to $2.00. The Series D Warrant shall otherwise be of like tenor to this Warrant
        and shall be substantially in the form attached hereto as Exhibit
        A.
        

       

      (c) Issuance
        of Certificates.
        Certificates for the Warrant Shares and Series D Warrant so purchased shall
        be
        delivered to the Holder within a reasonable time, not exceeding ten (10)
        business days, after this Warrant shall have been so exercised. The certificates
        so delivered shall be in such denominations as may be requested by the Holder
        and shall be registered in the name of the Holder or such other name as shall
        be
        designated by the Holder, as specified in the Exercise Agreement. If this
        Warrant shall have been exercised only in part, then, unless this Warrant
        has
        expired, the Company shall, at its expense, at the time of delivery of such
        certificates, deliver to the Holder a new Warrant representing the right
        to
        purchase the number of shares with respect to which this Warrant shall not
        then
        have been exercised. As used herein, “business day” means a day, other than a
        Saturday or Sunday, on which banks in New York City are open for the general
        transaction of business. Each exercise hereof shall constitute the
        re-affirmation by the Holder that the representations and warranties contained
        in the Subscription Agreement are true and correct in all material respects
        with
        respect to the Holder as of the time of such exercise. Upon partial exercise
        of
        this Warrant, a new Warrant containing the same date and provisions of this
        Warrant shall, at the request of the Holder, be issued by the Company to
        the
        Holder for the remaining portion of this Warrant which shall not have been
        exercised.

      


      Section
        4. Ownership
        Limitation.
        Notwithstanding anything to the contrary set forth herein, at no time may
        the
        Holder exercise all or a portion of this Warrant if the number of Warrant
        Shares
        to be issued pursuant to such exercise would result in the Holder beneficially
        owning (as determined in accordance with Section 13(d) of the Exchange Act
        and
        the rules thereunder) more than 9.99% of all of the Common Stock outstanding
        at
        such time. Notwithstanding anything to the contrary contained herein, the
        limitation on exercise of this Warrant may be waived by written agreement
        between the Holder and the Company; provided,
        however,
        such
        waiver may not be effective less than sixty-one (61) days from the date
        thereof.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Section
        5. Call
        Provision.
        Upon
        completion of a subsequent financing by the Company for gross proceeds of
        not
        less than seven million five hundred thousand dollars ($7,500,000), the Company
        may, at any time during the Term, call for the termination of all or any
        unexercised portion of this Warrant ("Call"). To exercise this right, the
        Company must deliver to the Holder, registered on the books of the Company,
        a
        written notice (a "Call Notice") indicating that this Company is making a
        Call
        and that all Holders have thirty (30) days to exercise any unexercised portion
        of their Warrants. If the conditions set forth above for such Call are satisfied
        from the period from the date of the Call Notice through and including the
        Call
        Date (as defined below), then any portion of this Warrant subject to such
        Call
        Notice for which a notice of exercise shall not have been received by the
        Call
        Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth
        calendar day after the date of the Call Notice (the "Call Date"). 

      


      Section
        6. Payment
        of Taxes.
        The
        Company shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        for Warrant Shares in a name other than that of the Holder in respect of
        which
        such shares are issued, and in such case, the Company shall not be required
        to
        issue or deliver any certificate for Warrant Shares or any Warrant until
        the
        person requesting the same has paid to the Company the amount of such tax
        or has
        established to the Company’s reasonable satisfaction that such tax has been
        paid. The Holder shall be responsible for income taxes due under federal,
        state
        or other law, if any such tax is due.

      


      Section
        7. Mutilated
        or Missing Warrants.
        In case
        this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
        shall
        issue in exchange and substitution of and upon surrender and cancellation
        of the
        mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen
        or destroyed, a new Warrant of like tenor and for the purchase of a like
        number
        of Warrant Shares, but only upon receipt of evidence reasonably satisfactory
        to
        the Company of such loss, theft or destruction of the Warrant, and with respect
        to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with
        respect thereto, if requested by the Company.

      


      Section
        8. Reservation
        of Common Stock.
        The
        Company shall at all times reserve and keep available out of its authorized
        but
        unissued shares of Common Stock, solely for the purpose of providing for
        the
        exercise of the Company Warrants, such number of shares of Common Stock as
        shall
        from time to time equal the number of shares sufficient to permit the exercise
        of the Company Warrants (as defined below) in accordance with their respective
        terms. The Company agrees that all Warrant Shares issued upon due exercise
        of
        the Warrant shall be, at the time of delivery of the certificates for such
        Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
        shares of Common Stock of the Company.

      


      Section
        9. Adjustments.
        Subject
        and pursuant to the provisions of this Section, the Exercise Price and number
        of
        Warrant Shares subject to this Warrant shall be subject to adjustment from
        time
        to time as set forth hereinafter.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (a) Reorganization,
        Consolidation, Merger, etc. 
        In case at any time or from time to time, the Company shall effect any merger,
        reorganization, restructuring, reverse stock split, consolidation, sale of
        all
        or substantially all of the Company’s assets or any similar transaction or
        related transactions (each such transaction, a “Fundamental
        Change”),
        then,
        in each such case, as a condition to the consummation of such a transaction,
        proper and adequate provision shall be made by the Company whereby the Holder
        of
        this Warrant, on the exercise hereof, at any time after the consummation
        of such
        Fundamental Change, shall receive, in lieu of the Warrant Shares issuable
        on
        such exercise prior to such consummation or such effective date, the stock
        and
        other securities and property (including cash) to which such Holder would
        have
        been entitled upon such consummation of a Fundamental Change if such Holder
        had
        so exercised this Warrant, immediately prior thereto, all subject to further
        adjustment thereafter as provided herein.

      


      If
        the
        Company at any time shall, by reclassification or otherwise, change the Common
        Stock into the same or a different number of securities of any class or classes
        that may be issued or outstanding, this Warrant, as to the unpaid principal
        portion thereof and accrued interest thereon, shall thereafter be deemed
        to
        evidence the right to purchase an adjusted number of such securities and
        kind of
        securities as would have been issuable as the result of such change with
        respect
        to the Common Stock immediately prior to such reclassification or other
        change.

      


      (b) Dissolution. 
        In the event of any dissolution of the Company following the transfer of
        all or
        substantially all of its properties or assets, the Company, prior to such
        dissolution, shall at its expense deliver or cause to be delivered the stock
        and
        other securities and property (including cash, where applicable) receivable
        by
        the Holder of this Warrant after the effective date of such dissolution pursuant
        to this Section to a bank or trust company (a “Trustee”)
        as
        trustee for the Holder of this Warrant.

      


      (c) Continuation
        of Terms. 
        Upon any Fundamental Change or transfer (and any dissolution following any
        transfer) referred to in this Section, this Warrant shall continue in full
        force
        and effect and the terms hereof shall be applicable to any other securities
        and
        property receivable on the exercise of this Warrant after the consummation
        of
        such Fundamental Change or transfer or the effective date of dissolution
        following any such transfer, as the case may be, and shall be binding upon
        the
        issuer of any other securities, including, in the case of any such transfer,
        the
        person acquiring all or substantially all of the properties or assets of
        the
        Company, whether or not such person shall have expressly assumed the terms
        of
        this Warrant as provided in Section 9(d). In the event this Warrant does
        not
        continue in full force and effect after the consummation of the transaction
        described in this Section, then only in such event will the Company’s securities
        and property (including cash, where applicable) receivable by the Holder
        of the
        Warrants be delivered to the Trustee as contemplated by Section
        9(b).

      


      (d) Extraordinary
        Events Regarding Common Stock. 
        In the event that the Company shall (a) issue additional shares of Common
        Stock
        as a dividend or other distribution on outstanding Common Stock, (b) subdivide
        its outstanding shares of Common Stock, or (c) combine its outstanding shares
        of
        the Common Stock into a smaller number of shares of the Common Stock, then,
        in
        each such event, the Exercise Price shall, simultaneously with the happening
        of
        such event, be adjusted by multiplying the then Exercise Price by a fraction,
        the numerator of which shall be the number of shares of Common Stock outstanding
        immediately prior to such event and the denominator of which shall be the
        number
        of shares of Common Stock outstanding immediately after such event, and the
        product so obtained shall thereafter be the Exercise Price then in effect.
        The
        Exercise Price, as so adjusted, shall be readjusted in the same manner upon
        the
        happening of any successive event or events described in this Section. The
        number of Warrant Shares that the Holder of this Warrant shall thereafter,
        on
        the exercise hereof, be entitled to receive shall be adjusted to a number
        determined by multiplying the number of Warrant Shares that would otherwise
        (but
        for the provisions of this Section) be issuable on such exercise by a fraction
        of which (a) the numerator is the Exercise Price that would otherwise (but
        for
        the provisions of this Section) be in effect, and (b) the denominator is
        the
        Exercise Price in effect on the date of such exercise. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (e) Subsequent
        Offerings.
        If the
        Company shall, at any time prior to the second anniversary of the Issue Date,
        issue any shares of its Common Stock at a price per share less than the Exercise
        Price (the “Subsequent Offering Price”), the Exercise Price shall be lowered to
        a price equal to the Subsequent Offering Price. Notwithstanding the foregoing,
        no adjustment in the Exercise Price shall be made for shares of Common Stock
        issued, or warrants or options to purchase shares Common Stock granted in
        connection with any of the following: (a) any stock option plan or other
        benefit
        plan for directors, officers, employees, advisors or consultants of the Company,
        (b) payment of interest on any outstanding notes, (c) full or partial
        consideration in connection with a strategic merger, consolidation or purchase
        of substantially all of the securities or assets of a corporation or other
        entity, or (d) full or partial consideration in connection with strategic
        licensing agreements or other partnering arrangements.

      


      (f) Effectiveness
        of Adjustment.
        An
        adjustment to the Exercise Price shall become effective immediately after
        the
        payment date in the case of each dividend or distribution and immediately
        after
        the effective date of each other event which requires an
        adjustment.

      


      (g) Notice
        of Adjustment.
        Upon
        the happening of any event requiring an adjustment of the Exercise Price,
        the
        Company shall promptly give written notice thereof to the Holder at the address
        appearing in the records of the Company, stating the adjustments resulting
        from
        such event and setting forth in reasonable detail the method of calculation
        and
        the facts upon which such calculation is based. Failure to give such notice
        to
        the Holder or any defect therein shall not affect the legality or validity
        of
        the subject adjustment.   

      


      Section
        10. Benefits.
        Nothing
        in this Warrant shall be construed to give any person, firm or corporation
        (other than the Company and the Holder) any legal or equitable right, remedy
        or
        claim, it being agreed that this Warrant shall be for the sole and exclusive
        benefit of the Company and the Holder.

      


      Section
        11. No
        Rights as Stockholder.
        Prior
        to the exercise of this Warrant, the Holder shall not have or exercise any
        rights as a stockholder of the Company by virtue of its ownership of this
        Warrant.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Section
        12. Compliance
        with Securities Laws.
        The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the Warrant Shares and Series D Warrant to be issued upon exercise hereof
        are
        being acquired solely for the Holder's own account and not as a nominee for
        any
        other party, and for investment, and that the Holder will not offer, sell
        or
        otherwise dispose this Warrant or any Warrant Shares to be issued upon exercise
        hereof except pursuant to an effective registration statement, or an exemption
        from registration, under the Securities Act and any applicable state securities
        laws.

      


      Section
        13. Notices.
        Unless
        otherwise provided, any notice required or permitted under this Warrant shall
        be
        given in writing and shall be deemed effectively given as hereinafter described
        (i) if given by personal delivery, then such notice shall be deemed given
        upon
        such delivery, (ii) if given by telex or facsimile, then such notice shall
        be
        deemed given upon receipt of confirmation of complete transmittal, (iii)
        if
        given by mail, then such notice shall be deemed given upon the earlier of
        (A)
        receipt of such notice by the recipient or (B) three days after such notice
        is
        deposited in first class mail, postage prepaid, and (iv) if given by an
        internationally recognized overnight air courier, then such notice shall
        be
        deemed given one business day after delivery to such carrier. All notices
        shall
        be addressed as follows: if to the Holder, at its address as set forth in
        the
        subscription agreement pertaining to the PPM, if to the Company, at the address
        as follows, or at such other address as the Holder or the Company may designate
        by ten days’ advance written notice to the other: China Agri-Business, Inc.,
        _______, Attn: _____, telecopier number: ____, with a copy by telecopier
        only
        to: Hodgson Russ, LLP, 1540 Broadway, 24th
        Floor,
        New York, NY 10036, Attn.: Jeffrey A. Rinde, Esq., telecopier number: (212)
        751-0928.

      


      Section
        14. Assignability.
        This
        Warrant shall be binding upon the Company and its successors and assigns,
        and
        shall inure to the benefit of the Holder and its successors and
        assigns.

      


      Section
        15. Governing
        Law; Consent to Jurisdiction.
        This
        Warrant shall be governed by and construed in accordance with the laws of
        the
        State of New York. Any action brought by either party against the other
        concerning this Warrant shall be brought only in the state courts of New
        York or
        in the federal courts located in the state of New York. Both parties agree
        to
        submit to the jurisdiction of such courts. The prevailing party shall be
        entitled to recover from the other party its reasonable attorney’s fees and
        costs.

      


      Section
        16. Amendment;
        Waiver.
        This
        Warrant is one of a series of Warrants of like tenor issued by the Company
        pursuant to the PPM (collectively, the “Company
        Warrants”).
        Any
        term of this Warrant may be amended or waived (including the adjustment
        provisions included in Section 9 of this Warrant) upon the written consent
        of
        the Company and the holders of Company Warrants representing over 50% of
        the
        number of shares of Common Stock then subject to all outstanding Company
        Warrants (the “Majority
        Holders”);
        provided,
        that
        (x) any such amendment or waiver must apply to all Company Warrants; and
        (y) the
        number of Warrant Shares subject to this Warrant, the Exercise Price and
        the
        Expiration Date may not be amended, and the right to exercise this Warrant
        may
        not be altered or waived in any manner adverse to the Holder, without the
        written consent of the Holder.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Section
        17. Section
        Headings.
        The
        section headings in this Warrant are for the convenience of the Company and
        the
        Holder and in no way alter, modify, amend, limit or restrict the provisions
        hereof.

      


      Section
        18. Entire
        Agreement.
        This
        Warrant, the PPM, and any other transaction documents executed in connection
        therewith (including all schedules and exhibits thereto) constitute the entire
        agreement among the parties hereto with respect to the subject matter hereof
        and
        thereof. There are no restrictions, promises, warranties or undertakings,
        other
        than those set forth or referred to herein and therein. This Warrant and
        the PPM
        supersede all prior agreements and understandings among the parties hereto
        with
        respect to the subject matter hereof and thereof. 

      


      [SIGNATURE
        PAGE FOLLOWS]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
        as of
        the date first written above.

      


      
        	
                CHINA
                  AGRI-BUSINESS, INC.

              
	 	 
	
                By:

              	   

	 	
                Name:

              
	 	
                Title:

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

      


      WARRANT
        EXERCISE FORM

      


      To:
        China
        Agri-Business, Inc.:

      


      The
        undersigned hereby irrevocably elects to exercise the right of purchase
        represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
        the payment of the Exercise Price and surrender of the Warrant, _______________
        shares of Common Stock (“Warrant Shares”) and ______ Series D Warrants provided
        for therein, and requests that certificates for the Warrant Shares and Series
        D
        Warrant be issued as follows: 

      


      
        	
                 
                  

              
	
                Name

              
	
                 
                  

              
	
                Address

              
	
                 
                  

              
	
                Federal
                  Tax ID or Social Security No.

              


      

      


      
        	
              	and
                delivered by:	
                certified
                  mail to the above address, or 

              


      

      electronically
        (provide DWAC

      Instructions:___________________),
        or 

      other
        (specify):__________________________________________). 

      


      and,
        if
        the number of Warrant Shares shall not be all the Warrant Shares purchasable
        upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
        Shares purchasable upon exercise of this Warrant be registered in the name
        of
        the undersigned Holder or the undersigned’s Assignee as below indicated and
        delivered to the address stated below.

      


      Dated:
        ___________________, ____

      


      Note: 
        The signature must correspond with

      Signature:______________________________ 

      
        
          
            
              	
                      the
                        name of the Holder as written on the first page 

                    	 	 	 
	
                      of
                        the Warrant in every particular, without 

                    	 	
                       
                        

                    	 
	
                      alteration
                        or enlargement or any change whatever, 

                    	 	
                      Name
                        (please print)

                    	 
	
                      unless
                        the Warrant has been assigned.

                    	 	
                       
                        

                    	 
	 	 	
                      Address

                    	 
	 	 	
                       
                        

                    	 
	 	 	
                      Federal
                        Identification or

                    	 
	 	 	
                      Social
                        Security No.

                    	 
	 	 	 	 
	 	 	
                      Assignee:

                    	 
	 	 	
                       
                        

                    	 
	 	 	
                       
                        

                    	 
	 	 	
                       
                        

                    	 


            

          

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      FORM
        OF SERIES D COMMON STOCK PURCHASE WARRANT