NEITHER
      THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.

     

    ________________________________________________________________

     

    CHINA
      BIO
      ENERGY HOLDING GROUP CO., LTD.

    


    
      	
              Date:
                October___, 2008

            	
              $9,000,000

            


    

     

    Convertible
      Debenture

     

    THIS
      DEBENTURE (this “Debenture”)
      is
      duly authorized and validly issued by China Bio Energy Holding Group Co., Ltd.
      (the “Company”),
      and
      designated as a Convertible Debenture. This Debenture shall bear no interest.
      

     

    This
      Debenture is issued pursuant to a Securities Purchase Agreement (the
“Purchase
      Agreement”),
      dated
      the date hereof, between the Company and Vision Opportunity China LP (the
“Payee”),
      ( a
      copy of which is available for inspection at the Company’s principal office.
      Notwithstanding any provision to the contrary contained herein, this Debenture
      is subject to those terms, conditions, covenants and agreements contained in
      the
      Purchase Agreement that are expressly applicable to the Debentures. Any
      transferee of this Debenture, by its acceptance hereof, assumes the obligations
      of the Payee in the Purchase Agreement with respect to the conditions and
      procedures for transfer of this Debenture. Capitalized terms used herein and
      not
      otherwise defined, shall have the respective meanings ascribed thereto in the
      Purchase Agreement.

     

    1. Conversion
      of Debenture.

     

    A. Automatic
      Conversion.
      The
      entire principal amount of this Debenture (the “Principal
      Amount”)
      shall
      automatically be converted at an initial conversion price of $3.65 (the
“Initial
      Conversion Price”)
      into
      2,465,753 shares of Series B Convertible Preferred Stock, par value $0.001
      per share (the “Preferred
      Shares”),
      upon
      the date (the “Effective
      Date”)
      of the
      filing and effectiveness of (i) an amendment to the Company’s Certificate of
      Incorporation to increase the authorized shares of preferred stock, par value
      $0.001 per share of the Company, from 1,000,000 shares to 10,000,000 shares,
      and
      (ii) the Certificate of Designation (the “Conversion
      Conditions”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    B. Adjustment
      of Conversion Price.
      

     

    i. In
      case
      the Company shall, prior to the conversion of this Debenture, (a) declare a
      dividend or make a distribution on its outstanding shares of Common Stock,
      par
      value $0.0001 per share (the “Common
      Stock”),
      in
      shares of Common Stock, (b) subdivide or reclassify its outstanding shares
      of
      Common Stock into a greater number of shares, (c) combine or reclassify its
      outstanding shares of Common Stock into a smaller number of shares, or (d)
      issue
      by reclassification of shares of the Common Stock any shares of capital stock
      of
      the Company, then the Conversion Price in effect at the time of such dividend
      or
      distribution or of the effective date of such subdivision, combination or
      reclassification shall be adjusted so that it shall equal the price determined
      by multiplying the Initial Conversion Price by a fraction, the denominator
      of
      which shall be the number of shares of Common Stock outstanding after giving
      effect to such action, and the numerator of which shall be the number of shares
      of Common Stock outstanding immediately prior to such action. Such adjustment
      shall be made successively whenever any event listed above shall occur.


     

    ii. In
      case
      the Company, prior to the conversion of this Debenture, makes a dividend or
      distribution consisting exclusively of cash to holders of the Common Stock,
      the
      Conversion Price, shall be decreased by multiplying the conversion price in
      effect on the record date for the determination of stockholders entitled to
      such
      distribution by a fraction, of which:(A) the numerator shall be the Conversion
      Price on such record date less the amount of cash to be distributed per share
      of
      Common Stock; and (B) the denominator shall be the Conversion Price on such
      record date.

     

    iii. If
      during
      the period which terminates on the earlier of (i) one year after the date hereof
      (the “Full
      Ratchet Period”),
      and
      (ii) the date of the automatic conversion of this Debenture , the Company shall
      issue or sell any additional shares of Common Stock (otherwise than as provided
      in the foregoing subclause (i) of this Clause B or pursuant to Common Stock
      Equivalents (as hereafter defined) granted or issued prior to the date hereof
      )
      (“Additional
      Shares of Common Stock”)
      at a
      price per share less than the Conversion Price then in effect or without
      consideration, then the Conversion Price upon each such issuance shall be
      reduced to a price equal to the consideration per share paid for such Additional
      Shares of Common Stock.. The provisions of this Clause B(iii) shall apply if
      the
      Company, prior to the conversion of this Debenture or during the Full Ratchet
      Period, shall (a) issue any securities convertible into or exchangeable for,
      directly or indirectly, Common Stock (“Convertible
      Securities”),
      other
      than the Series B Preferred Stock, or (b) issue or sell any rights or warrants
      or options to purchase any such Common Stock or Convertible Securities
      (collectively, the “Common
      Stock Equivalents”).
      If
      the price per share for which Additional Shares of Common Stock may be issuable
      pursuant to any such Convertible Securities or Common Stock Equivalent shall
      be
      less than the applicable Conversion Price then in effect, or if, after any
      such
      issuance of Common Stock Equivalents, the price per share for which Additional
      Shares of Common Stock may be issuable thereafter is amended or adjusted, and
      such price as so amended shall be less than the applicable Conversion Price
      in
      effect at the time of such amendment or adjustment, then the applicable
      Conversion Price upon each such issuance or amendment shall be adjusted as
      provided in the first sentence of this Clause B(iii). No adjustment shall be
      made to the Conversion Price upon the issuance of any Common Stock pursuant
      to
      the exercise, conversion or exchange of any Convertible Security or Common
      Stock
      Equivalent where an adjustment to the Conversion Price was made as a result
      of
      the issuance or purchase of such Convertible Security or Common Stock
      Equivalent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    iv. This
      Clause B(iv) shall only be applicable in the event this Debenture has not
      automatically converted. If during the period which begins on the termination
      of
      the Full Ratchet Period and ends on the earlier of (a) the one (1) year
      anniversary of the Full Ratchet Period, and (b) the date of the automatic
      conversion of this Debenture, the Company shall issue or sell any Additional
      Shares of Common Stock or Common Stock Equivalents (otherwise than as provided
      in the foregoing subclause (i) ) of this Clause B) at a price per share less
      than the then-applicable Conversion Price, or without consideration, the
      Conversion Price shall be adjusted to that price (rounded to the nearest cent)
      determined by multiplying the Conversion Price by a fraction: (1) the numerator
      of which shall be equal to the sum
      of (A)
      the number of shares of Outstanding Common Stock immediately prior to the
      issuance of such Additional Shares of Common Stock plus
      (B) the
      number of shares of Common Stock (rounded to the nearest whole share) which
      the
      aggregate consideration for the total number of such Additional Shares of Common
      Stock so issued would purchase at a price per share equal to the outstanding
      Conversion Price in effect immediately prior to such issuance; and (2) the
      denominator of which shall be equal to the number of shares of Outstanding
      Common Stock immediately after the issuance of such Additional Shares of Common
      Stock. No adjustment of the Conversion Price shall be made upon the issuance
      of
      any Additional Shares of Common Stock which are issued pursuant to the exercise
      of any warrants or other subscription or purchase rights or pursuant to the
      exercise of any conversion or exchange rights in any Common Stock Equivalents,
      if any such adjustment shall previously have been made upon the issuance of
      such
      warrants or other rights or upon the issuance of such Common Stock Equivalents
      (or upon the issuance of any warrant or other rights therefore). 

     

    v. Superseding
      Adjustment.
      If, at
      any time after any adjustment of the Conversion Price then in effect shall
      have
      been made pursuant to Clause B(iii) or (iv) as the result of any issuance of
      Common Stock Equivalents, and such Common Stock Equivalents, or the right of
      conversion or exchange in such Common Stock Equivalents, shall expire, and
      all
      of such or the right of conversion or exchange with respect to all of such
      Common Stock Equivalents shall not have been converted or exercised, then such
      previous adjustment shall be rescinded and annulled and the Conversion Price
      then in effect shall be adjusted to the Conversion Price in effect immediately
      prior to the issuance of such Common Stock Equivalents, subject to any further
      adjustments pursuant to this Clause B.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    C. Issuance
      of Preferred Shares.
      As
      promptly as is practicable on or near the Effective Date, the Company shall
      deliver to the Payee at its address appearing on the records of the Company
      a
      written notice of the imminent conversion of this Debenture (the “Conversion
      Notice”),
      requesting surrender of this Debenture for cancellation and written instructions
      regarding the registration and delivery of certificates for the Preferred
      Shares. In the event the Payee receives a Conversion Notice, the Payee shall
      be
      required to surrender this Debenture for cancellation within five (5) trading
      days of the Conversion Notice (the “Conversion
      Date”),
      but
      the failure of the Payee so to surrender this Debenture shall not affect the
      conversion of the outstanding Principal Amount into Preferred Shares. No later
      than five (5) trading days after the Company’s receipt of the Debenture for
      cancellation, the Company shall deliver the Preferred Shares to the Payee.
      If
      the Debenture is not surrendered due to loss, an affidavit of lost Debenture
      shall be provided by the holder. No holder of this Debenture shall be entitled
      upon conversion of this Debenture to have the Preferred Shares registered in
      the
      name of another person or entity without first complying with all applicable
      restrictions on the transfer of this Debenture. In the event the Payee does
      not
      provide the Company with written instructions regarding the registration and
      delivery of certificates for the Preferred Shares, the Company shall within
      five
      (5) trading days after the Conversion Date, issue such shares in the name of
      the
      Payee and shall forward such certificates to the Payee at its address appearing
      on the records of the Company. The person entitled to receive the Preferred
      Shares shall be deemed to have become the holder of record of such shares at
      the
      close of business on the Effective Date and the person entitled to receive
      share
      certificates for the Preferred Shares shall be regarded for all corporate
      purposes on and after the Effective Date as the record holder of the number
      of
      Preferred Shares to which it is entitled upon the conversion. The Company may
      rely on record ownership of this Debenture for all corporate purposes,
      notwithstanding any contrary notice. After the Effective Date, this Debenture
      shall, until surrendered to the Company, only represent the right to receive
      the
      Preferred Shares; provided, however, that the Company shall have no obligation
      to issue the Preferred Conversion Shares until the Payee has delivered either
      this Debenture or an affidavit of loss. 

     

    D. Cash
      Payments.
      No
      fractional shares (or scrip representing fractional shares) of Preferred Shares
      shall be issued upon conversion of this Debenture. In the event that the
      conversion of the Principal Amount of this Debenture would result in the
      issuance of a fractional share of Preferred Shares, the Company shall pay a
      cash
      adjustment in lieu of such fractional share to the holder of this Debenture
      based upon the Conversion Price. 

     

    E. No
      Prepayment.
      The
      Principal Amount of this Debenture may not be prepaid.

     

    F. Failure
      to Convert.
      In the
      event that the Conversion Conditions have not been satisfied, so that the
      automatic conversion of this Debenture is not effected by December 10, 2008,
      the
      Company shall be liable to pay, as liquidated damages, and not as a penalty,
      interest on the then outstanding principal amount of this Debenture at a rate
      of
      fifteen percent (15%) per annum, payable quarterly in arrears, until such time
      that the Conversion Conditions have been satisfied. At any time after December
      10, 2008, in the sole discretion and at the option of the Holder, the Holder
      may
      demand that this Debenture convert, at the Conversion Price then in effect,
      into
      shares of Common Stock, subject to the ownership cap and exercise restriction
      set forth in Clause
      G
      below.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    G. Ownership
      Cap and Exercise Restriction in Optional Conversion.
      The
      Company shall not effect any optional conversion of this Debenture into shares
      of Common Stock as provided in Clause F above, to the extent that, after giving
      effect to the conversion, the Holder and/or its affiliates would beneficially
      own in excess of the Beneficial Ownership Limitation. For purposes of this
      Clause
      G,
      beneficial ownership shall be calculated in accordance with Section 13(d) of
      the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)
      and
      the rules and regulations promulgated thereunder. To the extent that the
      limitation contained in this Clause
      G
      applies,
      the determination of whether this Debenture is convertible and of how many
      shares of Common Stock are issued shall be in the sole discretion of such
      Holder. In the event less than the total number of shares of Common Stock
      issuable upon the optional conversion of this Debenture, shall be issuable
      as a
      result of the Beneficial Ownership Limitation, the Holder shall submit to the
      Company no later than the Conversion Date, written notice of the amount of
      this
      Debenture that shall be converted and the number of shares of Common Stock
      to be
      issued (the “Notice
      of Issuance”)
      and
      the submission of a Notice of Issuance shall be deemed to be such Holder’s
      determination of whether this Debenture may be converted and how many shares
      of
      Common Stock are issuable upon conversion, in each case subject to such
      aggregate percentage limitations. To ensure compliance with this restriction,
      each Holder will be deemed to represent to the Company each time it delivers
      a
      Notice of Issuance that such Notice of Issuance has not violated the
      restrictions set forth in this paragraph. In addition, a determination as to
      any
      group status as contemplated above shall be determined in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations promulgated
      thereunder. For purposes of this Clause
      G,
      in
      determining the number of outstanding shares of the Company’s Common Stock, a
      Holder may rely on the number of outstanding shares of Common Stock as stated
      in
      the most recent of the following: (A) the Company’s most recent Form 10-Q or
      Form 10-K, as the case may be, (B) a more recent public announcement by the
      Company or (C) a more recent notice by the Company or the Company’s transfer
      agent setting forth the number of shares of Common Stock outstanding. Upon
      the
      written or oral request of a Holder, the Company shall within two (2) trading
      days confirm orally and in writing to such Holder the number of shares of Common
      Stock then outstanding. In any case, the number of outstanding shares of Common
      Stock shall be determined after giving effect to the conversion of securities
      of
      the Company by such Holder since the date as of which such number of outstanding
      shares of Common Stock was reported. The “Beneficial
      Ownership Limitation”
shall
      be 9.99% of the number of shares of the Common Stock outstanding immediately
      after giving effect to the issuance of shares of Preferred Stock (on an as
      converted basis) issuable upon conversion of this Debenture held by the
      applicable Holder. The Beneficial Ownership Limitation provisions of this
Clause
      G
      may be
      waived by a Holder, at the election of such Holder, upon not less than 61 days’
prior notice to the Company. The provisions of this paragraph shall be construed
      and implemented in a manner otherwise than in strict conformity with the terms
      of this Clause
      G
      to
      correct this paragraph (or any portion hereof) which may be defective or
      inconsistent with the intended Beneficial Ownership Limitation herein contained
      or to make changes or supplements necessary or desirable to properly give effect
      to such limitation. The limitations contained in this paragraph shall apply
      to a
      successor Holder of this Debenture. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2. Amendments
      and Waivers.
      The
      provisions of this Debenture may from time to time be amended, modified or
      waived, if such amendment, modification or waiver is in writing and consented
      to
      by the Company and the Payee. 

     

    3. Miscellaneous

     

    A. Registered
      Holder.
      The
      Company may consider and treat the person in whose name this Debenture shall
      be
      registered as the absolute owner thereof for all purposes whatsoever and the
      Company shall not be affected by any notice to the contrary. In case of transfer
      of this Debenture by operation of law, the transferee agrees to notify the
      Company of such transfer and of its address, and to submit appropriate evidence
      regarding such transfer so that this Debenture may be registered in the name
      of
      the transferee. This Debenture is transferable only on the books of the Company
      by the Payee, in person or by attorney, on the surrender hereof, duly endorsed.
      Communications sent to any registered owner shall be effective as against all
      holders or transferees of the Debenture not registered on the books of the
      Company at the time of sending the communication.

     

    B. Governing
      Law.
      This
      Debenture shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. 

     

    C. Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telex (with correct answer back received), telecopy or facsimile
      at
      the address or number designated below (if delivered on a business day during
      normal business hours where such notice is to be received), or the first
      business day following such delivery (if delivered other than on a business
      day
      during normal business hours where such notice is to be received) or (b) on
      the
      second business day following the date of mailing by express courier service,
      fully prepaid, addressed to such address, or upon actual receipt of such
      mailing, whichever shall first occur.

     

    If
      sent
      to Payee, notices shall be sent to the address set forth in the Purchase
      Agreement.

     

    If
      sent
      to the Company, notices shall be sent to:

    
      	 	 	
              China
                Bio Energy Holding Group Co., Ltd.

              c/o
                Xi'an Baorun Industrial Development Co. Ltd.

              Dongxin
                Century Square,  7th Floor

              Xi'an
                East City High-tech Industrial Development Park

              Shaanxi
                Province,  P.R. China

              Attn:
                Mr. Gao Xincheng

              Tel: 
                86 29 82682019

              Fax:
                86 29 82683629

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              with
                copies to (which shall not constitute notice):

            	 	
              Loeb
                & Loeb

              345
                Park Avenue

              New
                York, NY10154

              Attn:
                Mitchell S. Nussbaum

              Tel:
                212.407.4159

              Fax:
                212.407-4990

            


    

     

    D. Parties
      in Interest.
      All
      covenants, agreements and undertakings in this Debenture binding upon the
      Company or the Payee shall bind and inure to the benefit of the successors
      and
      permitted assigns of the Company and the Payee, respectively, whether so
      expressed or not.

     

    E. Waiver
      of Jury Trial.
      THE
      PAYEE AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      ANY
      RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
      HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS DEBENTURE OR
      ANY
      OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH,
      OR
      ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
      WRITTEN), OR ACTIONS OF THE PAYEE OR THE COMPANY. THIS PROVISION IS A MATERIAL
      INDUCEMENT FOR THE PAYEE’S PURCHASING THIS DEBENTURE.

     

    F. Usury
      Saving Provision.
      All
      payment obligations arising under this Debenture are subject to the express
      condition that at no time shall the Company be obligated or required to pay
      interest at a rate which could subject the Holder of this Debenture to either
      civil or criminal liability as a result of being in excess of the maximum rate
      which the Company is permitted by law to contract or agree to pay. If by the
      terms of this Debenture, the Company is at any time required or obligated to
      pay
      interest at a rate in excess of such maximum rate, the applicable rate of
      interest shall be deemed to be immediately reduced to such maximum rate, and
      interest thus payable shall be computed at such maximum rate, and the portion
      of
      all prior interest payments in excess of such maximum rate shall be applied
      and
      shall be deemed to have been payments in reduction of
      principal.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Debenture to be signed in its
      name
      by its duly authorized officer.

    


    
      	 	CHINA
              BIO ENERGY HOLDING GROUP CO., LTD.
	
               

            	 	 
	 	
              By

            	  
	 	 	
              Name:
                Mr. Gao Xincheng

            
	 	 	
              Title:
                Chief Executive Officer