REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of _______, 2008, by and between China Agri-Business,
      Inc., a Maryland corporation (the “Company”)
      and
      each of the several purchasers signatory hereto (each such purchaser, a
“Purchaser”
or
      “Holder”
and,
      collectively, the “Purchasers”,
      or
“Holders”).

    


    This
      Agreement is made pursuant to the Private Placement Memorandum, dated as of
      September 8, 2008, between the Company and each Purchaser (the “PPM”).

    


    The
      Company and each Purchaser hereby agrees as follows:

    


    1.
       Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      PPM shall have the meanings given such terms in the PPM. As used in this
      Agreement, the following terms shall have the following meanings:

    


    “Commission”
means
      the Securities and Exchange Commission or any successor agency
      thereto.

    


    “Effectiveness
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      90th calendar day following the Filing Date (or, in the event of a review by
      the
      Commission, the 120th calendar day following the Filing Date).

    


    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

    


    “Filing
      Date”
means,
      with respect to the Registration Statement required hereunder, the 60th Trading
      Day following the closing date of the first private placement consummated by
      the
      Company following the date hereof.

    


    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

    


    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2. 

    


    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, and all other amendments and
      supplements to the Prospectus, including post-effective amendments, and all
      material incorporated by reference or deemed to be incorporated by reference
      in
      such Prospectus.

    


    “Registrable
      Securities”
means,
      as of the date in question, (i) the Conversion Shares, assuming on the date
      of
      determination the Notes are converted in full without regard to any conversion
      limitations therein, (ii) and the Series C Warrant Shares, assuming on the
      date
      of determination the Warrants are exercised in full without regard to any
      exercise limitations therein.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Registration
      Statement”
means
      the registration statement required to be filed hereunder.

    


    “Rule
      144”
means
      Rule 144 as promulgated under the Securities Act.

    


    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended or interpreted from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      purpose and effect as such Rule.

    


    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended or interpreted from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      purpose and effect as such Rule.

    


    “Rule
      461”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended or interpreted from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      purpose and effect as such Rule.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Selling
      Shareholder Questionnaire”
shall
      have the meaning set forth in Section 3(a).

    


    “SEC
      Guidance”
means
      (i) any publicly-available written or oral guidance, comments, requirements
      or
      requests of the Commission staff, and (ii) the Securities Act and the rules
      and
      regulations promulgated thereunder.

    


    “Trading
      Day”
shall
      mean a day on which the New York Stock Exchange is open for
      trading.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.
       Shelf
      Registration.
      

    


    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a “Shelf” Registration Statement covering the resale of all or such portion of
      the Registrable Securities as permitted by SEC Guidance (provided that the
      Company shall use diligent efforts to advocate with the Commission for the
      registration of the Registrable Securities in accordance with the SEC Guidance,
      including without limitation, the Manual of Publicly Available Telephone
      Interpretations D.29) that are not then registered on an effective Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415;
      provided,
      however,
      that if
      100% of the Registrable Securities hereunder shall equal or exceed 30% of the
      issued and outstanding Common Stock of the Company (less any shares of Common
      Stock held by “affiliates” of the Company as that term is defined and
      interpreted for purposes of Rule 144) on the Filing Date, the Registration
      Statement shall register a number of shares of Common Stock which is equal
      to
      30% of the issued and outstanding shares of Common Stock of the Company (less
      any shares of Common Stock held by “affiliates” of the Company as that term is
      defined and interpreted for purposes of Rule 144) on the Filing Date minus
      10,000 shares of Common Stock. In such event, the number of Registrable
      Securities to be registered for each Holder shall be reduced pro-rata among
      all
      Holders, and unless
      otherwise directed in writing by a Holder as to its Registrable Securities,
      the
      number of Registrable Securities will first be reduced by Registrable Securities
      represented by Conversion Shares (applied, in the case that some Conversion
      Shares may be registered, to the Holders on a pro rata basis based on the total
      number of unregistered Conversion Shares held by such Holders), and second
      by
      Registrable Securities represented by Series C Warrant Shares (applied, in
      the
      case that some Series C Warrant Shares may be registered, to the Holders on
      a
      pro rata basis based on the total number of unregistered Conversion Shares
      held
      by such Holders).
      The
      Registration Statement shall be on Form S-1 (except if the Company is not then
      eligible to register for resale the Registrable Securities on Form S-1, in
      which
      case such registration shall be on another appropriate form in accordance
      herewith) and shall contain substantially the “Plan
      of Distribution”
      attached hereto as Annex
      A.
      Subject
      to the terms of this Agreement, the Company shall use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after the filing thereof, but in any event prior to the
      applicable Effectiveness Date, and shall use its best efforts to keep such
      Registration Statement effective under the Securities Act until the earlier
      of
      (i) two (2) years from the date hereof (subject to customary blackout periods)
      or (ii) the date as of which the Holders (other than any Holders who are
“affiliates” of the Company as that term is defined and interpreted for purposes
      of Rule 144) may sell the Registrable Securities pursuant to Rule 144 (the
      “Effectiveness
      Period”).
      The
      Company shall notify the Holders via facsimile or by e-mail of the effectiveness
      of the Registration Statement no later than one Trading Day after the Company
      confirms effectiveness with the Commission. The Company shall file a final
      Prospectus with the Commission as required by Rule 424. 

    


    (b)  If:
      (i)
      the Registration Statement is not filed on or prior to its Filing Date, or
      (ii)
      the Company fails to file with the Commission a request for acceleration of
      the
      Registration Statement in accordance with Rule 461, within five (5) Trading
      Days
      of the date that the Company is notified in writing by the Commission that
      such
      Registration Statement will not be subject to further review or comment, or
      (iii) in the aggregate among all Holders on a pro-rata basis based on their
      purchase of the Units pursuant to the PPM, the Registration Statement
      registering for resale the Registrable Securities is not declared effective
      by
      the Commission by the Effectiveness Date, or (iv) after the effective date
      of
      the Registration Statement, due to (x) the existence of a development that,
      in
      the good faith discretion of the Company’s board of directors, makes it
      appropriate to suspend use of the Registration Statement, or (y) the existence
      of a development which prohibits the Company from complying with any applicable
      SEC requirements, such Registration Statement ceases to remain effective for
      more than an aggregate of 30 Trading Days during any 12-month period, or (v)
      after the effective date of the Registration Statement, such Registration
      Statement ceases for any reason to remain effective as to all Registrable
      Securities included in the Registration Statement, or the Holders are otherwise
      not permitted to utilize the Prospectus therein to resell such Registrable
      Securities, for more than an aggregate of 60 Trading Days during any 12-month
      period, or (vi) prior to the effective date of the Registration Statement,
      the
      Company fails to file a pre-effective amendment or otherwise respond to comments
      made by the Commission in respect of such Registration Statement within ten
      (10)
      Trading Days after the receipt of comments by or notice from the Commission
      that
      such amendment is required in order for such Registration Statement to be
      declared effective (any such failure or breach being referred to as an
“Event”,
      and
      for purposes of clauses (i) and (iii) the date on which such Event occurs,
      and
      for purpose of clause (ii) the date on which such five Trading Day period is
      exceeded, and for purpose of clause (iv) the date on which such 30 Trading
      Day
      period is exceeded, and for purpose of clause (v) the date on which such 60
      Trading Day period is exceeded, and for purpose of clause (vi) the date on
      which
      such 10 Trading Day period is exceeded, being referred to as “Event
      Date”),
      then,
      on each monthly anniversary of each such Event Date (if the applicable Event
      shall not have been cured by such date) until the applicable Event is cured,
      the
      Company shall pay to each Holder an amount in cash (in arrears at the end of
      each month during which an Event occurs and is continuing), as full liquidated
      damages and not as a penalty, equal to 2% of the aggregate purchase price paid
      by such Holder pursuant to the PPM for any unregistered Registrable Securities
      then held by such Holder. The parties agree that (1) in no event shall the
      Company be liable for liquidated damages under this Agreement in excess of
      2% of
      the aggregate purchase price of the Holders in any 30 day period, and (2) the
      maximum aggregate liquidated damages payable to a Holder under this Agreement
      shall be 24% of the aggregate purchase price paid by such Holder pursuant to
      the
      PPM.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c)  Notwithstanding
      anything to the contrary herein, it shall not constitute a breach of this
      Agreement nor shall the Company be liable in any manner (including for any
      Losses (as defined below) or the liquidated damages contemplated by Section
      2),
      if: (A) if its failure to comply with this Agreement results directly or
      indirectly from (i) the application of Rule 415, the SEC Guidance or any one
      or
      more of the foregoing, or (ii) any delays which are attributable to information
      relating to the Holders, including, without limitation, changes to the plan
      of
      distribution, the failure of the Holders to conduct their review of the
      Registration Statement, or the failure of the Holders to provide any information
      required by the Company or the Commission, or (B) the Registrable Securities
      may
      be sold under Rule 144. 

    


    3.
       Registration
      Procedures.
      In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

    


    (a) Not
      less
      than three (3) Trading Days prior to the Filing Date and not less than one
      (1)
      Trading Day prior to the filing of any related Prospectus or any amendment
      or
      supplement thereto (including any document that would be incorporated or deemed
      to be incorporated therein by reference), the Company shall furnish to each
      Holder copies of all such documents proposed to be filed. As a condition to
      the
      inclusion of a Holder’s Registrable Securities in the Registration Statement,
      such Holder shall furnish to the Company a completed questionnaire in the form
      attached to this Agreement as Annex
      B
      (a
“Selling
      Shareholder Questionnaire”).
      

    


    (b) (i) Prepare
      and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement effective
      as to
      the applicable Registrable Securities for the Effectiveness Period; (ii) cause
      the related Prospectus to be amended or supplemented by any required Prospectus
      supplement (subject to the terms of this Agreement), and, as so supplemented
      or
      amended, to be filed pursuant to Rule 424; (iii) respond to any comments
      received from the Commission with respect to the Registration Statement or
      any
      amendment thereto and provide to the Holders upon request true and complete
      copies of all correspondence from and to the Commission relating to the
      Registration Statement (provided that the Company may excise any information
      contained therein which would constitute material non-public information as
      to
      any Holder which has not executed a confidentiality agreement with the Company);
      and (iv) comply in all material respects with the provisions of the Securities
      Act with respect to the disposition of all Registrable Securities covered by
      the
      Registration Statement during the applicable period in accordance (subject
      to
      the terms of this Agreement) with the intended methods of disposition by the
      Holders thereof set forth in such Registration Statement as so amended or in
      such Prospectus as so supplemented.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Notify
      the Holders (which notice shall, if appropriate, be accompanied by an
      instruction to suspend the use of the Prospectus until the requisite changes
      have been made) (i)(A) when the Commission notifies the Company whether there
      will be a “review” of such Registration Statement and whenever the Commission
      comments in writing on such Registration Statement; and (B) with respect to
      the
      Registration Statement or any post-effective amendment, when the same has become
      effective; (ii) of any request by the Commission or any other federal or state
      governmental authority for amendments or supplements to the Registration
      Statement or Prospectus or for additional information; (iii) of the issuance
      by
      the Commission or any other federal or state governmental authority of any
      stop
      order suspending the effectiveness of the Registration Statement covering any
      or
      all of the Registrable Securities; (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction; (v) of the occurrence of any event or passage of time that makes
      the financial statements included in the Registration Statement ineligible
      for
      inclusion therein or any statement made in the Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading; and
      (vi) of the occurrence or existence of any corporate development with respect
      to
      the Company that, in the determination of the Company, makes it not in the
      best
      interest of the Company to allow continued availability of the Registration
      Statement or Prospectus, provided that any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public.

    


    (d) Furnish
      to each Holder, upon request, at least one conformed copy of each such
      Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Holder, and
      all exhibits to the extent requested by such Holder (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission; provided, that any such item which is available
      on the EDGAR system need not be furnished in physical form.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) Cooperate
      with the selling Holders in connection with the registration or qualification
      (or exemption from the registration or qualification) of such Registrable
      Securities for the resale by the Holder under the securities or Blue Sky laws
      of
      such jurisdictions within the United States as any Holder reasonably requests
      in
      writing, to keep the registration or qualification (or exemption therefrom)
      effective during the Effectiveness Period and to do any and all other acts
      or
      things reasonably necessary to enable the disposition in such jurisdictions
      of
      the Registrable Securities covered by the Registration Statement; provided,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified, subject the Company to any
      material tax in any such jurisdiction where it is not then so subject or file
      a
      general consent to service of process in any such
      jurisdiction.



    (f) Pay
      all
      fees and expenses incident to the performance of this Agreement. The fees and
      expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses of the Company’s counsel and auditors) (A) with respect to
      filings made with the Commission, (B) with respect to filings required to be
      made with any exchange or trading market on which the Common Stock is then
      listed for trading, (C) in compliance with applicable state securities or Blue
      Sky laws reasonably agreed to by the Company in writing (including, without
      limitation, fees and disbursements of counsel for the Company in connection
      with
      Blue Sky qualifications or exemptions of the Registrable Securities), (ii)
      printing expenses (including, without limitation, expenses of printing
      certificates for Registrable Securities), and (iii) fees and disbursements
      of
      counsel for the Company. In no event shall the Company be responsible for any
      broker or similar commissions of any Holder or, except to the extent provided
      for in the PPM, any legal fees or other costs of the Holders.

    


    4.
       Obligations
      of the Holders.
      In
      connection with the Company’s registration obligations hereunder, each Holder
      shall:

    


    (a) Furnish
      to the Company (i) a certified statement as to the number of shares of Common
      Stock beneficially owned by such Holder and, if required by the Commission,
      the
      natural persons thereof that have voting and dispositive control over the
      shares, and (ii) any information required by the Company or the Commission.
      During any periods that the Company is unable to meet its obligations hereunder
      with respect to the registration of the Registrable Securities solely because
      any Holder fails to furnish such information, any liquidated damages shall
      be
      tolled until such information is delivered to the Company.

    


    (b) Comply
      with the prospectus delivery requirements of the Securities Act as applicable
      to
      it in connection with sales of Registrable Securities pursuant to the
      Registration Statement.

    


    (c) Upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3, discontinue disposition of such Registrable Securities
      under the Registration Statement until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus (as it may have been
      supplemented or amended) may be resumed.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5. Indemnification.

    


    (a) Indemnification
      by the Company.
      The
      Company shall indemnify and hold harmless each Holder, the officers, directors,
      members, partners, agents, each person who “controls” any such Holder (within
      the meaning of the Exchange Act) and the officers, directors, members,
      shareholders, partners, agents and employees (and any other persons with a
      functionally equivalent role of a person holding such titles, notwithstanding
      a
      lack of such title or any other title) of each such controlling person, to
      the
      fullest extent permitted by applicable law, from and against any and all losses,
      claims, damages, liabilities, costs (including, without limitation, reasonable
      and documented attorneys’ fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to (1) any untrue statement of a material
      fact contained in the Registration Statement, any Prospectus or any form of
      prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or relating to any omission of a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading or (2) any material violation by the Company of the Securities Act,
      the Exchange Act or any state securities law, or any rule or regulation
      thereunder, in connection with the performance of its obligations under this
      Agreement (the matters in the foregoing clauses (1) and (2) being, collectively,
      “Company
      Violations”).
      Notwithstanding anything to the contrary contained herein, the indemnification
      agreement contained in this Section 5(b): (i) shall not apply to Losses arising
      out of or based upon a Company Violation which occurs in reliance upon and
      in
      conformity with information furnished in writing to the Company by any Holder
      or
      underwriter for such Holder expressly for use in connection with the preparation
      of such Registration Statement or any such amendment thereof or supplement
      thereto, (ii) shall not apply to amounts paid in settlement of any Losses if
      such settlement is effected without the prior written consent of the Company;
      and (iii) with respect to any preliminary prospectus, shall not inure to the
      benefit of any Holder if the untrue statement or omission of material fact
      contained in the preliminary prospectus was corrected on a timely
      basis.

    


    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each person who controls
      the Company (within the meaning of the Exchange Act), and the directors,
      officers, agents or employees of such controlling persons, to the fullest extent
      permitted by applicable law, from and against all Losses, as incurred, to the
      extent arising out of or based solely upon: (1) such Holder’s failure to comply
      with the prospectus delivery requirements of the Securities Act, (2) the failure
      of the Holders to provide any information required by the Company or the
      Commission in connection with this Agreement or the Registration Statement,
      or
      (3) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, any Prospectus, or any form of prospectus, or in any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein not misleading
      (the matters in the foregoing clauses (1) through (3) being, collectively,
      “Holder
      Violations”).
      Notwithstanding anything to the contrary contained herein, the indemnification
      agreement contained in this Section 5(b): (i) shall apply only to Losses arising
      out of or based upon a Holder Violation which occurs in reliance upon and in
      conformity with information furnished in writing to the Company by any Holder
      or
      underwriter for such Holder expressly for use in connection with the preparation
      of such Registration Statement or any such amendment thereof or supplement
      thereto, (ii) shall not apply to amounts paid in settlement of any Losses if
      such settlement is effected without the prior written consent of the Holder;
      and
      (iii) with respect to any preliminary prospectus, shall not inure to the benefit
      of the Company if the untrue statement or omission of material fact contained
      in
      the preliminary prospectus was corrected on a timely basis.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Miscellaneous.

    


    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder of any of their respective
      obligations under this Agreement, each Holder or the Company, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, shall be entitled to
      specific performance of its rights under this Agreement. 

    


    (b) No
      Piggyback on Registrations.
      Except
      for any registration rights previously granted by the Company, neither the
      Company nor any of its security holders (other than the Holders in such capacity
      pursuant hereto) may include securities of the Company in the Registration
      Statement other than the Registrable Securities and the shares of common stock
      issuable upon exercise of the Placement Agent Warrants. 

    


    (c) Amendments
      and Waivers.
      This
      Agreement may be amended or modified, and provisions hereof may be waived,
      with
      the written consent of the Company and the holders of a majority of the then
      outstanding Registrable Securities; provided,
      that
      this Agreement may not be amended in a manner that would materially adversely
      affect any Purchaser without the consent of such Purchaser. Any such amendment,
      modification or waiver shall be binding on all parties, including those not
      signing such amendment, modification or waiver, and such consent may be given
      or
      withheld for any reason or for no reason.

     

    (d) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the PPM. 

    


    (e) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign (except by merger) its rights or obligations
      hereunder without the prior written consent of all of the Holders of the then
      outstanding Registrable Securities. Each Holder may assign their respective
      rights hereunder in the manner and to the persons as permitted under the
      PPM.

    


    (f) No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Holders in this Agreement
      or otherwise conflicts with the provisions hereof. Neither the Company nor
      any
      of its subsidiaries has previously entered into any agreement granting any
      registration rights with respect to any of its securities to any person that
      have not been satisfied in full.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

    


    (h) Governing
      Law; Consent to Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York for all purposes and in all respects, without regard to the
      conflicts of laws provisions thereof. Any suit for the enforcement of this
      Agreement may be brought in the state or federal courts located in New York,
      New
      York, and each party hereto consents to the exclusive jurisdiction of each
      such
      court and to service of process in any such suit being made upon the Company
      by
      mail at the address specified above. Each party hereto hereby waives any
      objection that it may now or hereafter have to the venue of any such suit or
      any
      such court or that such suit was brought in any inconvenient court.

    


    (i) Severability.
      If any
      provision of this Agreement shall be declared void or unenforceable by any
      judicial or administrative authority, the validity of any other provision and
      of
      the entire Agreement shall not be affected thereby.

    


    (j) Headings.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      the Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.


    


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    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    


    
      	 	
              COMPANY:

            
	 	 
	 	
              CHINA
                AGRI-BUSINESS, INC.

            
	 	 
	 	
              By:

            	    

	 	 	
              Name:

            
	 	 	
              Title

            


    

     

    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF PURCHASERS]


     

    Name
      of
      Holder: __________________________

    


    Signature
      of Authorized Signatory of Holder:
      __________________________

    


    Name
      of
      Authorized Signatory: _________________________

    


    Title
      of
      Authorized Signatory: __________________________

     

    [SIGNATURE
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    Annex
      A

    


    Plan
      of Distribution

    


    Each
      Selling Stockholder (the “Selling
      Stockholders”)
      of the
      common stock and any of their pledgees, assignees and successors-in-interest
      may, from time to time, sell any or all of their shares of common stock on
      the
      OTC Bulletin Board or any other stock exchange, market or trading facility
      on
      which the shares are traded or in private transactions. These sales may be
      at
      fixed or negotiated prices. A Selling Stockholder may use any one or more of
      the
      following methods when selling shares:

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a part;


            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or
                otherwise;

            


    

     

    
      	 	
              ·

            	
              a
                combination of any such methods of sale;
                or

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 if available, rather
      than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, but,
      except as set forth in a supplement to this Prospectus, in the case of an agency
      transaction not in excess of a customary brokerage commission in compliance
      with
      applicable FINRA rules; and in the case of a principal transaction a markup
      or
      markdown in compliance with applicable FINRA rules. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      connection with the sale of the common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of the common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Stockholder has informed the
      Company that it does not have any written or oral agreement or understanding,
      directly or indirectly, with any person to distribute the Common Stock. In
      no
      event shall any broker-dealer receive fees, commissions and markups which,
      in
      the aggregate, would exceed eight percent (8%).

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act.

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act including Rule 172 thereunder. In addition, any securities
      covered by this prospectus which qualify for sale pursuant to Rule 144 may
      be
      sold under Rule 144 rather than under this prospectus. There is no underwriter
      or coordinating broker acting in connection with the proposed sales by the
      Selling Stockholders.

     

    We
      have
      agreed to keep this prospectus effective until the earlier of (i) two (2) years
      from the date hereof, or (ii) the date as of which the Holders (other than
      any
      Holders who are “affiliates” of the Company as that term is defined and
      interpreted for purposes of Rule 144) may sell the Registrable Securities
      pursuant to Rule 144. The resale shares will be sold only through registered
      or
      licensed brokers or dealers if required under applicable state securities laws.
      In addition, in certain states, the resale shares may not be sold unless they
      have been registered or qualified for sale in the applicable state or an
      exemption from the registration or qualification requirement is available and
      is
      complied with.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to the common stock for the applicable restricted
      period, as defined in Regulation M, prior to the commencement of the
      distribution. In addition, the Selling Stockholders will be subject to
      applicable provisions of the Exchange Act and the rules and regulations
      thereunder, including Regulation M, which may limit the timing of purchases
      and
      sales of shares of the common stock by the Selling Stockholders or any other
      person. We will make copies of this prospectus available to the Selling
      Stockholders and have informed them of the need to deliver a copy of this
      prospectus to each purchaser at or prior to the time of the sale (including
      by
      compliance with Rule 172 under the Securities Act).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      B

     

    CHINA
      AGRI-BUSINESS, INC.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Registrable
      Securities”)
      of
      China Agri-Business, Inc., a company organized under the laws of the State
      of
      Maryland (the “Company”),
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement (the “Registration
      Rights Agreement”)
      to
      which this document is annexed. A copy of the Registration Rights Agreement
      is
      available from the Company upon request at the address set forth below. All
      capitalized terms not otherwise defined herein shall have the meanings ascribed
      thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it in the Registration Statement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate:

       

      QUESTIONNAIRE

       

      1. Name.

       

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling
                  Securityholder

              


      

       

      
        	 


      

      


      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities are
                  held:

              


      

       

      
        	 


      

       

      
        	 	
                (c)

              	
                Full
                  Legal Name of Natural Control Person (which means a natural person
                  who
                  directly or indirectly alone or with others has power to vote or
                  dispose
                  of the securities covered by this
                  Questionnaire):

              


      

       

      
        	 


      

       

      2.
        Address for Notices to Selling Securityholder: 

       

      
        	 
	 
	 


      

      
        
          	
                  Telephone:

                	
                               
                    

                
	
                  Fax:

                	
                      
                    

                
	
                  Contact
                    Person:

                	
                        
                    

                


        

      

       

      3.
        Broker-Dealer Status:

       

      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes
         No
        

       

      
        	 	
                (b)

              	
                If
                  “yes” to Section 3(a), did you receive your Registrable Securities as
                  compensation for investment banking services to the
                  Company?

              


      

       

      Yes
         No
        

       

      
        	 	
                Note:

              	
                If
                  “no” to Section 3(b), the Commission’s staff has indicated that you should
                  be identified as an underwriter in the Registration
                  Statement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

       

      Yes
         No
        

       

      
        	 	
                (d)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  purchased
                  the Registrable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registrable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registrable
                  Securities?

              


      

       

      Yes
         No
        

       

      
        	 	
                Note:

              	
                If
                  “no” to Section 3(c), the Commission’s staff has indicated that you should
                  be identified as an underwriter in the Registration
                  Statement.

              


      

       

      4.
        Beneficial Ownership of Securities of the Company Owned by the Selling
        Securityholder.

       

      Except
        as set forth below in this Item 4, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the securities
        issuable pursuant to the PPM.

       

      
        	 	
                (a)

              	
                Type
                  and Amount of other securities beneficially owned by the Selling
                  Securityholder:

              


      

       

      
        	 
	 
	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      5.
        Relationships with the Company:

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      State
        any
        exceptions here:

       

      
        	 
	 
	 


      

      


       

      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein that may occur subsequent to the date
        hereof
        at any time while the Registration Statement remains effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items 1 through 5 and the inclusion of
        such
        information in the Registration Statement and the related prospectus
and
        any
        amendments or supplements thereto.
        The
        undersigned understands that such information will be relied upon by the
        Company
        in connection with the preparation or amendment of the Registration Statement
        and the related prospectus.

       

      IN
        WITNESS WHEREOF the undersigned, by authority duly given, has caused this
        Notice
        and Questionnaire to be executed and delivered either in person or by its
        duly
        authorized agent.

      

        
          	
                  Date:

                	   
	 	
                  Beneficial
                    Owner:

                	    

	 	 	
                
	 	 	
                  By:

                	    

	 	 	 	
                  Name:

                
	 	 	 	
                  Title:

                


        

      

       

      PLEASE
        FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
        THE ORIGINAL BY OVERNIGHT MAIL, TO: