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.
      D-

    Issue
      Date: _____, 20__

     

    CHINA
      AGRI-BUSINESS INC.

    


    FORM
      OF SERIES D 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 $2.00 (the exercise price in effect being
      herein called the “Exercise
      Price”),
      up to
      __________ shares (“Warrant
      Shares”)
      of the
      Company’s Common Stock, par value $0.001 per share (“Common
      Stock”).
      The
      number of Warrant Shares 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 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) Issuance
      of Certificates.
      Certificates for the Warrant Shares 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
      of
      the Series C Warrants, 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
      is
      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 requests that certificates for
      the Warrant Shares 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

            	
              Name
                (please print)

            
	
              or
                any change whatever, unless the Warrant

            	
               

            
	
              has
                been assigned.

            	
              Address

            
	 	
               

            
	 	
              Federal
                Identification or

            
	 	
              Social
                Security No.

            
	 	 
	 	
              Assignee: