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

    


    No.
      _____

    Issue
      Date: _____, 2008

     

    CHINA
      AGRI-BUSINESS, INC.

    


    FORM
      OF 3% CONVERTIBLE NOTE

    


    FOR
      VALUE
      RECEIVED, CHINA AGRI-BUSINESS, INC., a Maryland corporation (the “Company”),
      hereby promises to pay to the order of _______________________, or its assigns
      (the “Holder”),
      without demand, the sum of Twenty Five Thousand Dollars ($25,000), with simple
      interest accruing at the rate described below.

    


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

    


    ARTICLE
      I

    GENERAL
      PROVISIONS

    


    1.1 Payments.
      Interest payable on this Note shall accrue from the Issue Date indicated above
      at a rate per annum (the “Interest
      Rate”)
      equal
      to three percent (3%), subject to adjustment pursuant to Section 1.2 (the
“Interest”).
      Interest shall be compounded annually, and shall be payable on each anniversary
      of the Issue Date. Interest shall be computed for actual days elapsed on the
      basis of a 360 day year consisting of twelve 30-day months. The principal of
      this Note (the “Principal”) and accrued but unpaid Interest thereon shall unless
      earlier converted be payable in full on the date that shall be twenty-four
      (24)
      months after the Closing Date (the “Maturity
      Date”).
      The
      Company shall have the right, in lieu of cash payment, to pay Interest in shares
      of Common Stock (as defined below), or any shares of capital stock of the
      Company into which such Common Stock shall hereafter be changed or reclassified,
      at the conversion price as defined in Section 2.1(b) hereof, subject to approval
      by the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon
      any
      conversion in part by the Holder in accordance with Article II, the Holder
      and
      the Company shall in good faith recalculate the outstanding principal balance
      and the Interest payable with respect to the converted portion. Upon any full
      conversion by the Holder in accordance with Article II, all of the payments
      of
      Principal due hereunder shall terminate and no further Interest shall accrue.
      All payments in respect of the Principal shall be made in cash in U.S. dollars
      and in immediately available funds, and payments shall be applied first to
      Principal and then to charges and expenses owing under or in connection with
      this Note.

    


    1.2 Default
      Interest.
      Any
      amount of Interest on this Note which is not paid when due shall bear interest
      at the rate of fifteen percent (15%) per annum from the due date thereof until
      the same is paid. Any amount of Principal on this Note which is not paid when
      due shall bear interest at the rate of eight percent (8%) per annum from the
      due
      date thereof until the same is paid. Nothing contained herein or in any document
      referred to herein or delivered in connection herewith shall be deemed to
      establish or require the payment of a rate of interest or other charges in
      excess of the maximum permitted by applicable law. 

    


    1.3
       Conversion
      Rights.
      The
      conversion rights set forth in Article II shall remain in full force and effect
      immediately from the date hereof and until the Note is paid in full regardless
      of the occurrence of an Event of Default (as defined below). The Note shall
      be
      payable in full on the Maturity Date, except to the extent previously converted
      into common stock of the Company (the “Common
      Stock”)
      in
      accordance with Article II hereof.

    


    1.4 Prepayment
      Option.
      The
      Company may prepay in cash all or any portion of the outstanding principal
      amount of this Note upon thirty (30) days prior written notice to the Holder
      at
      a price equal to one hundred ten percent (110%) of the outstanding principal
      amount of this Note. The Holder shall have the right to convert any outstanding
      principal in accordance with Article II hereof during such thirty day notice
      period.      

     

    ARTICLE
      II

    CONVERSION
      RIGHTS

    


    The
      Holder shall have the right to convert the Principal and accrued and unpaid
      Interest due under this Note into shares of the Company’s Common Stock, as set
      forth below.

    


    2.1
       Conversion
      into the Company’s Common Stock.

    


    (a) The
      Holder shall have the right from and after the date of the issuance of this
      Note
      and then at any time until this Note is fully paid, to convert any outstanding
      and unpaid principal portion of this Note (the date of such conversion being
      a
“Conversion
      Date”)
      into
      fully paid and non-assessable shares of Common Stock as such stock exists on
      the
      date of issuance of this Note (the “Conversion
      Shares”),
      or
      any shares of capital stock of the Company into which such Common Stock shall
      hereafter be changed or reclassified, at the conversion price as defined in
      Section 2.1(b) hereof (the “Conversion
      Price”),
      determined as provided herein. Upon delivery to the Company of a completed
      Notice of Conversion, a form of which is annexed hereto, the Company shall
      issue
      and deliver to the Holder that number of shares of Common Stock for the portion
      of the Note and related Interest converted in accordance with the foregoing.
      The
      number of shares of Common Stock to be issued upon each conversion of this
      Note
      shall be determined by dividing that portion of the Principal of the Note and
      accrued Interest to be converted, by the Conversion Price. Each conversion
      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 conversion. Upon partial conversion of this Note, a new Note containing
      the same date and provisions of this Note shall, at the request of the Holder,
      be issued by the Company to the Holder for the remaining Principal balance
      of
      this Note and Interest which shall not have been paid.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Subject
      to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
      share shall be $0.50. 

    


    (c) The
      Conversion Price and number and kind of shares of Common Stock or other
      securities to be issued upon conversion as determined pursuant to Section
      2.1(a), shall be subject to adjustment from time to time upon the happening
      of
      certain events while this Note remains outstanding, as follows:

    


    (i) Reorganization,
      Consolidation, Merger, etc.; Reclassification.
      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 Note, on the conversion hereof, at any time after the consummation of
      such
      Fundamental Change, shall receive, in lieu of the Conversion Shares issuable
      on
      such conversion 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 converted this Note, immediately prior thereto, all subject to further
      adjustment thereafter as provided in Section 2.1(c)(iv).

    


    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 Note, 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.

    


    (ii) 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 Note after the effective date of such dissolution pursuant
      to
      this Article to a bank or trust company (a “Trustee”)
      as
      trustee for the Holder of this Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) Continuation
      of Terms.
      Upon
      any Fundamental Change or transfer (and any dissolution following any transfer)
      referred to in this Article, this Note shall continue in full force and effect
      and the terms hereof shall be applicable to any other securities and property
      receivable on the conversion of this Note 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 Note
      as provided in Section 2.1(c)(iv). In the event this Note does not continue
      in
      full force and effect after the consummation of the transaction described in
      this Article II, then only in such event will the Company’s securities and
      property (including cash, where applicable) receivable by the Holder of the
      Notes be delivered to the Trustee as contemplated by Section
      2.1(c)(ii).

    


    (iv) 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 Conversion Price shall, simultaneously with the happening of
      such event, be adjusted by multiplying the then Conversion 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 Conversion Price then in effect.
      The
      Conversion Price, as so adjusted, shall be readjusted in the same manner upon
      the happening of any successive event or events described in this Section
      2.1(c)(iv). The number of Conversion Shares that the Holder of this Note shall
      thereafter, on the conversion hereof as provided in Article II, be entitled
      to
      receive shall be adjusted to a number determined by multiplying the number
      of
      Conversion Shares that would otherwise (but for the provisions of this Section
      2.1(c)(iv)) be issuable on such conversion by a fraction of which (a) the
      numerator is the Conversion Price that would otherwise (but for the provisions
      of this Section 2.1(c)(iv)) be in effect, and (b) the denominator is the
      Conversion Price in effect on the date of such conversion. 

    


    (v) Subsequent
      Offerings.
      If the
      Company shall, at any time prior to the Maturity Date, issue any shares of
      its
      Common Stock at a price per share less than the Conversion Price (the
“Subsequent Offering Price”), the Conversion Price shall be lowered to the
      Subsequent Offering Price. Notwithstanding the foregoing, no adjustment in
      the
      Conversion 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.

    


    (vi) Effectiveness
      of Adjustment.
      An
      adjustment to the Conversion 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii) Notice
      of Adjustment.
      Upon
      the happening of any event requiring an adjustment of the Conversion 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.

    


    2.2 Reservation.
      During
      the period the conversion right exists, the Company shall reserve and keep
      available out of its authorized but unissued shares of common stock, solely
      for
      the purpose of providing for the conversion of the Company Notes, such number
      of
      Conversion Shares as shall from time to time equal the number of shares
      sufficient to permit the conversion of the Company Notes in accordance with
      their respective terms. The Company agrees that all Conversion Shares issued
      upon due conversion of the Company Notes shall be, at the time of delivery
      of
      the certificates for such Conversion Shares, duly authorized, validly issued,
      fully paid and non-assessable shares of common stock of the Company.


    


    2.3 Ownership
      Limitation.
      Notwithstanding anything to the contrary set forth herein, at no time may the
      Holder convert all or a portion of this Note if the number of Conversion Shares
      to be issued pursuant to such conversion 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 conversion of this Note 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.

     

    ARTICLE
      III

    EVENTS
      OF DEFAULT

    


    The
      occurrence of any of the following events of default (each an “Event
      of Default”),
      if
      not cured within a reasonable period of time after notice of such event is
      received by the Company from the Holder shall, at the option of the Holder
      hereof, make all sums of Principal and Interest then remaining unpaid hereon
      and
      all other amounts payable hereunder immediately due and payable, upon
      demand:

    


    3.1 Failure
      to Pay Principal or Interest.
      The
      Company fails to pay any installment of Principal, Interest or other sum due
      under this Note.

    


    3.2 Receiver
      or Trustee.
      The
      Company shall make an assignment for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business; or such a receiver or trustee shall otherwise
      be appointed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3 Bankruptcy.
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law, or the issuance
      of
      any notice in relation to such event, for the relief of debtors shall be
      instituted by or against the Company.

    


    3.4 Delisting. 
      Delisting of the Common Stock from the OTC Bulletin Board or such other trading
      market or exchange on which the Common Stock is listed or quoted for
      trading. 

    


    3.5 Failure
      to Deliver Conversion Shares.
      The
      Company’s failure to deliver Conversion Shares to the Holder pursuant to
      conversion of this Note.

    


    3.6 Reservation
      Default.
      Failure
      by the Company to have reserved for issuance upon conversion of the Note and
      accrued Interest the amount of Conversion Shares.

    


    ARTICLE
      IV

    MISCELLANEOUS

    


    4.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

    


    4.2 Notices.
      Unless
      otherwise provided, any notice required or permitted under this Note 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.

    


    4.3 Amendment
      Provision.
      The
      term “Note” and all reference thereto, as used throughout this instrument, shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented. The Company may from time
      to
      time supplement or amend this Note without the approval of any holder of Notes
      in order to cure any ambiguity or to be correct or supplement any provision
      contained herein which may be defective or inconsistent with any other
      provision, or to make any other provisions in regard to matters or questions
      herein arising hereunder which the Company may deem necessary or desirable
      and
      which shall not materially adversely affect the interest of the holder. This
      Note is one of a series of Notes of like tenor issued by the Company pursuant
      to
      the PPM in an aggregate principal amount of up to $1,500,000 (collectively,
      the
“Company Notes”). Any term of this Note may be amended or waived upon the
      written consent of the Company and the holders of Company Notes representing
      over 50% of the number of shares of Common Stock then subject to all outstanding
      Company Notes (the “Majority Holders”); provided,
      that
      (x) any such amendment or waiver must apply to all Company Notes; and (y) the
      number of Conversion Shares subject to this Note, the Conversion Price and
      the
      Maturity Date may not be amended, and the right to convert this Note may not
      be
      altered or waived in any manner adverse to the Holder, without the written
      consent of the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4 Assignability.
      This
      Note 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.

    


    4.5 Governing
      Law, Consent to Jurisdiction.
      This
      Note 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 Note 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.

    


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

    


    4.7 Compliance
      with Securities Laws.
      The
      Holder of this Note, by acceptance hereof, acknowledges that this Note and
      the
      Conversion Shares to be issued upon conversion 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
      Note or any Conversion Shares to be issued upon conversion hereof except
      pursuant to an effective registration statement, or an exemption from
      registration, under the Securities Act and any applicable state securities
      laws.

    


    4.8 Entire
      Agreement.
      This
      Note, the PPM, the Warrants and any other transaction documents (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 Note and the PPM supersede all
      prior agreements and understandings among the parties hereto with respect to
      the
      subject matter hereof and thereof. 

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    

      
        	 	
                CHINA
                  AGRI-BUSINESS, INC.

              
	 	 
	 	 
	 	
                By:___________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)

    


    The
      undersigned hereby elects to convert $_________ of the Principal and accrued
      Interest with respect to such Principal of the Note issued by CHINA
      AGRI-BUSINESS, INC. on _________________, 20___ into shares of Common Stock
      of
      CHINA AGRI-BUSINESS, INC. according to the conditions set forth in such Note,
      as
      of the date written below.

    


    
      	
              Date
                of Conversion:

            	
              ______________________

            
	 	 
	
              Conversion
                Price:

            	
              ______________________

            
	 	 
	
              Common
                Stock To Be Delivered:

            	
              ______________________

            
	 	 
	
              Signature:

            	
              _________________________________

            
	 	 
	
              Print
                Name:

            	
              _________________________________

            
	 	 
	
              Address:

            	
              _________________________________

              _________________________________

              _________________________________