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                  CORPORATE FINANCE ADVISORY SERVICES AGREEMENT

FRIEDLAND CORPORATE INVESTOR SERVICES LLC ("FRIEDLAND") hereby agrees to provide
to China Agri-Business, Inc. (the "Company") corporate finance advisory services
specifically and primarily designed to assist the Company in forming a Chinese
owned Wholly-Owned Foreign Enterprise ("WOFE"), and the Company becoming
publicly-traded in the United States.

1.    COSTS FOR ADVISORY SERVICES

1.1   Payment in Shares. The advisory services to be provided by FRIEDLAND shall
      commence upon the receipt by FRIEDLAND of an executed copy of this
      Advisory Services Agreement and the issuance by the Company to FRIEDLAND
      (or designees of FRIEDLAND) of shares of the common stock of the Company
      (the "Stock"), with the understanding that the Stock shall represent no
      less than 10% of the Company's shares outstanding, on a fully diluted
      basis, at the time of commencement of trading of the Company's shares. .

1.2   Payment in Cash. Upon the establishment of a trading market for the
      Company's shares in the United States, the Company shall pay to FRIEDLAND,
      the US dollar equivalent of RMB 750,000 by wire transfer to FRIEDLAND's
      account in the United States.

1.3   Stock Certificates. Certificates representing the Stock shall be
      registered in FRIEDLAND's name (or designees of FRIEDLAND) (or an
      appropriate book entry shall be made). Certificates shall be issued to
      FRIEDLAND and registered in the name of FRIEDLAND (or designees of
      FRIEDLAND).

1.4   Adjustments to Stock. If there is any change, increase or decrease, in the
      outstanding shares of the Company's common stock which is effected without
      receipt of additional consideration by the Company, by reason of a stock
      dividend, stock split, recapitalization, merger, consolidation,
      combination or exchange of stock, or other similar circumstances, or if
      there is a spin-off or other distribution of assets to the Company's
      stockholders, other than the acquisition of the Target, the Company shall
      make an appropriate adjustment in the aggregate number of shares of Stock.
      Such adjustment shall be identical to the adjustment made generally with
      respect to outstanding shares of the Company's common stock. Any
      additional securities or other property issued to FRIEDLAND as a result of
      any of the foregoing events shall continue to be subject to the terms of
      this Agreement to the same extent as the Stock giving rise to the right to
      receive such additional securities or other property.

3.    DISCLOSURE

      Additionally, it is acknowledged that FRIEDLAND, or an affiliate of
      FRIEDLAND may enter, or has entered into a services agreement with a
      privately-held Chinese company that may enter into a business relationship
      with the WOFE, and FRIEDLAND may be receiving cash fees from the
      privately-held Chinese company.

4.    REPRESENTATION AND WARRANTIES

4.1   Company. The Company represents and warrants to FRIEDLAND as follows: (i)
      The Company has been duly formed; (ii) the execution of this Agreement has
      been duly authorized by the Company and does not require the consent of or
      notice to any party not previously obtained or given, and (iii)The Company
      shall indemnify and save FRIEDLAND harmless against any claims, damages,
      liabilities and causes of action, including but not limited to reasonable
      attorney fees, which arise by reason of the consulting services provided
      by FRIEDLAND hereunder, or by reason of an act FRIEDLAND may do on behalf
      of, or at the request of the Company, providing that FRIEDLAND's actions
      and activities in providing consulting services hereunder, and any such
      act undertaken by FRIEDLAND on behalf of, or at the request of the
      Company, actions or activities are consistent with the provisions of this
      Agreement, are undertaken in good faith, and do not involve gross
      negligence or wanton or willful misconduct by FRIEDLAND.


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4.2   FRIEDLAND. FRIEDLAND represents and warrants to the Company as follows:
      (i) FRIEDLAND has been duly formed under the laws of the State of
      Colorado; (ii) the execution of this Agreement and the performance of
      FRIEDLAND'S obligations hereunder does not require the consent of or
      notice to any party not previously obtained or given, and, there is
      nothing that prohibits or restricts the execution by FRIEDLAND of this
      Agreement or its performance of its obligations hereunder.

4.3   FRIEDLAND's Investment Representations. FRIEDLAND acknowledges that the
      Stock to be issued by the Company pursuant to this Agreement has not been
      registered under the Securities Act, or any applicable state securities
      laws, and is being offered and sold pursuant to exemptions from such
      registration requirements based in part upon FRIEDLAND's representations
      and acknowledgments contained in this Agreement, including the following:

      (a)   FRIEDLAND warrants and represents to the Company that FRIEDLAND is
            acquiring the Stock on FRIEDLAND's own account for investment and
            not with a view to or for sale in connection with any distribution
            of the Stock or with any present intention of distributing or
            selling the Stock and Participant does not presently have reason to
            anticipate any change in circumstances or any particular occasion or
            event which would cause FRIEDLAND to sell the Stock;

      (b)   FRIEDLAND acknowledges that FRIEDLAND must bear the economic risk of
            this investment indefinitely unless the Stock is registered pursuant
            to the Securities Act and applicable state securities laws or an
            exemption from such registration is available;

      (c)   FRIEDLAND understands there is no assurance that any exemption from
            registration under the Securities Act and applicable state
            securities laws will be available in the future; and

      (d)   FRIEDLAND represents that, by reason of FRIEDLAND's relationship
            with the Company and FRIEDLAND's business and financial expertise,
            FRIEDLAND has the capacity to protect FRIEDLAND's own interests in
            connection with the transactions contemplated by this Agreement.

5.    COVENANTS

      Each of FRIEDLAND and the Company covenant that it will diligently,
      skillfully and in good faith do and perform the acts and duties required
      herein.

6.    MISCELLANEOUS

6.1   Rights as a Stockholder. FRIEDLAND shall have, with respect to the Stock,
      all of the rights of a stockholder of the Company, including the right to
      vote the Stock and the right to receive any dividends or other
      distributions with respect thereto.

6.2   Validity of Share Issuance. The shares of Stock have been duly authorized
      by all necessary corporate action of the Company and are validly issued,
      fully paid and non-assessable.

6.3   Further Action. The parties agree to execute such further instruments and
      to take such further action as reasonably may be necessary to carry out
      the intent of this Agreement.

6.4   Notice. All notices, requests, demands, directions and other
      communications ("Notices") provided for in this Agreement shall be in
      writing and shall be mailed or delivered personally or sent by facsimile
      to the applicable Party at the address of such Party set forth below in
      this Section 6.4. When mailed, each such Notice shall be sent by first
      class, certified mail, return receipt requested, enclosed in a postage
      prepaid wrapper, and shall be effective on the third business day after it
      has been deposited in the mail. When delivered personally, each such
      Notice shall be effective on the first business day on which or after
      which it is delivered to the address for the respective Party set forth in
      this Section 6.4. When sent by facsimile, each such Notice shall be
      effective on the first business day on which or after which it is sent.
      Each such Notice shall be addressed to the Party to be notified as shown
      below:


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      THE COMPANY:   China Agri-Business, Inc.
                     Attention: Mark Shaner, President
                     70 South Potomac
                     Aurora, CO 80012
                     Fax: (303) 865-1056

      FRIEDLAND:     FRIEDLAND CORPORATE INVESTOR SERVICES LLC
                     Attention: Jeffrey O. Friedland, Managing Member
                     36 Steele Street, Suite 10
                     Denver, CO 80206
                     Fax: 1-212-202-4436

      Either Party may change its respective address for purposes of this
      Section 6.4 by giving the other Party Notice of the new address in the
      manner set forth above.

6.5   Severability. Whenever possible, each provision of this Agreement shall be
      interpreted in such a manner as to be effective and valid under applicable
      law. If any provision of this Agreement shall be or become prohibited or
      invalid in whole or in part for any reason whatsoever, that provision
      shall be ineffective only to the extent of such prohibition or invalidity
      without invalidating the remaining portion of that provision or the
      remaining provisions of this Agreement.

6.6   Non-Waiver. The waiver of any Party of a breach or a violation of any
      provision of this Agreement shall not operate or be construed as a waiver
      of any subsequent breach or violation of any provision of this Agreement.

6.7   Amendment. No amendment or modification of this Agreement shall be deemed
      effective unless and until it has been executed in writing by the Parties
      to this Agreement. No term or condition of this Agreement shall be deemed
      to have been waived, nor shall there be any estoppel to enforce any
      provision of this Agreement, except by a written instrument that has been
      executed by the Party charged with such waiver or estoppel.

6.8   Inurement. This Agreement shall be binding upon all of the Parties, and it
      shall benefit, respectively, each of the Parties, and their respective
      employees, agents and successors. Except as expressly provided herein,
      there are no third party beneficiaries to this Agreement, and this
      Agreement shall not be assignable by any party.

6.9   Headings. The headings to this Agreement are for convenience only; they
      form no part of this Agreement and shall not affect its interpretation.

6.10  Counterparts. This Agreement may be executed in one or more counterparts,
      all of which taken together shall constitute a single instrument.

6.11  Arbitration. Any controversy or claim arising out of or relating to this
      Agreement, or the breach thereof, shall be settled in Denver, Colorado by
      arbitration (except as provided below), in accordance with the rules then
      obtaining, of the American Arbitration Association (the "Association"). If
      the subject of the arbitration involves an intellectual property,
      corporate, or bankruptcy matter, as determined by the Association, then
      the arbitrator(s) shall have had experience in that subject. The
      Association is authorized to make arrangements for this arbitration, to be
      held under these rules in any locality in the United States agreed upon by
      the parties or as designated by the Association. In addition, in the event
      of a dispute for which the aggrieved party seeks immediate equitable
      relief, including without limitation an injunction, the appropriate action
      may be brought in any court with appropriate jurisdiction, provided that
      any such equitable relief shall be subject to modification by the court
      after completion of arbitration of the dispute. This Agreement shall be
      enforceable, and judgment upon any award rendered by all or a majority of
      the arbitrators may be entered, in any court of any county having
      jurisdiction.


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6.12  Choice of Law. This Agreement shall be construed in accordance with the
      laws of the State of Colorado of the United States without regard to
      conflicts of laws principles, and the parties agree to exclusive
      jurisdiction in the State of Colorado.

      IN WITNESS WHEREOF, the Parties have executed this Agreement, as of March
16, 2006.


CHINA AGRI-BUSINESS, INC.

By: /s/ Mark Shaner
    ---------------
    Mark Shaner, President


FRIEDLAND CORPORATE INVESTOR SERVICES LLC

By: /s/ Jeffrey O. Friedland
    ------------------------
    Jeffrey O. Friedland, Managing Member


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                    Friedland Corporate Investor Services LLC
                             600 South Cherry Street
                            Suite 530 Denver CO 80246
                               Fax: 1-303-355-7176

                                                     March 19, 2007

China Agri-Business, Inc.
Finance Plaza 9th Floor
Hi-tech Road No. 42
Hi-tech Industrial Development Zone
Xi'an, Shaanxi, CHINA 710068
Tel: 011-86-29-88222938
Attn: Liping Deng

Dear Mr. Deng:

      Reference is made to the Corporate Finance Advisory Services Agreement
between China Agri-Business, Inc. ("China Agri") and Friedland Corporate
Investor Services LLC (Friedland) dated March 16, 2007.

      In consideration of the issuance of 10% of China Agri's par value $0.001
per share common stock ("Common Stock") to Friedland (or designees of Friedland)
based on the aggregate of the total outstanding shares of Common Stock before
China Agri's initial public offering and the maximum offering in the initial
public offering, the undersigned has agreed that it hereby irrevocably waives
the requirement that such share issuance should be on a fully diluted basis, as
stated under Clause 1.2 of the Agreement as well as any further anti-dilution
adjustments under Clause 1.2 in the future.

                                     Very truly yours,

                                     Friedland Corporate Investor Services LLC

                                     By: /s/ Jeffrey O. Friedland
                                         ------------------------
                                         Jeffrey O. Friedland, Managing Director

Agreed and Accepted by
China Agri-Business, Inc.

/s/ Liping Deng
---------------
By: Liping Deng, President and CEO