WARRANT
TO PURCHASE

     

    SHARES
OF COMMON STOCK OF

     

    CHINA
AGRI-BUSINESS, INC.

     

    Expires
October 11, 2012

     

    
      
        	
                No.:

              	 
      	
                Number
      of Shares: 37,980

              
	 
      	 
      	 
      
	
                Date
      of Issuance: October  11, 2007

                (the
      “Original Issue Date”)

              	 
      	 
      


      

    

    


    FOR VALUE RECEIVED, subject to
the provisions hereinafter set forth, the undersigned, China Agri-Business,
Inc., a Maryland corporation (together with its successors and assigns, the
“Issuer”), hereby certifies that Spencer Edwards, Inc. (the “Holder”) is
entitled to subscribe for and purchase, during the Term (as hereinafter
defined), up to Thirty Seven Thousand Nine Hundred Eighty (37,980) shares
(subject to adjustment as hereinafter provided) of the duly authorized, validly
issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
price per share equal to the Warrant Price then in effect on the terms and
conditions hereinafter set forth.  Capitalized terms used in this
Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 8 hereof.

     

    1.           Term.  The
term of this Warrant shall commence on the Original Issue Date and shall expire
at 6:00 p.m., eastern time, on the fifth anniversary of the Original Issue Date
(such period being the “Term”), unless terminated earlier under Section 7
below.

     

    2.           Method of Exercise; Payment;
Issuance of New Warrant; Transfer and Exchange.

     

    (a)           Time of
Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.

     

    (b)           Method of
Exercise.  The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto as Exhibit A duly executed) at the principal office of the
Issuer, and by the payment to the Issuer of an amount of consideration therefore
equal to the Warrant Price in effect on the date of such exercise multiplied by
the number of shares of Warrant Stock with respect to which this Warrant is then
being exercised.  Payment may be made by certified or official bank
check or by wire transfer to an account designated by the
Issuer.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (c)           Issuance of Stock
Certificates.  In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the terms and
conditions hereof, certificates for the shares of Warrant Stock so purchased
shall be dated the date of such exercise and delivered to the Holder hereof
within a reasonable time, not exceeding five (5) Trading Days after such
exercise (the “Delivery Date”).  The Holder shall deliver this
original Warrant, or an indemnification undertaking with respect to such Warrant
in the case of its loss, theft or destruction, at such time that this Warrant is
fully exercised.  With respect to partial exercises of this Warrant,
the Issuer shall keep written records for the Holder of the number of shares of
Warrant Stock exercised as of each date of exercise.

     

    (d)           Transferability of
Warrant.  Subject to Section 2(f)
hereof, this Warrant, and the rights evidenced hereby, may be transferred by a
Holder, in whole or in part, without the consent of the Issuer.  If
transferred pursuant to this paragraph, this Warrant may be transferred on the
books of the Issuer by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant at the principal office of the Issuer,
properly endorsed (by the Holder executing an assignment in the form attached
hereto) and upon payment of any necessary transfer tax or other governmental
charge imposed upon such transfer.  This Warrant is exchangeable at
the principal office of the Issuer for Warrants to purchase the same aggregate
number of shares of Warrant Stock, each new Warrant to represent the right to
purchase such number of shares of Warrant Stock as the Holder hereof shall
designate at the time of such exchange.  All Warrants issued on
transfers or exchanges shall be dated the Original Issue Date and shall be
identical with this Warrant except as to the number of shares of Warrant Stock
issuable pursuant thereto.

     

    (e)           Continuing Rights of
Holder.  The
Issuer will, at the time of or at any time after each exercise of this Warrant,
upon the request of the Holder hereof, acknowledge in writing the extent,
if any, of its continuing obligation to afford to such Holder all rights to
which such Holder shall continue to be entitled after such exercise in
accordance with the terms of this Warrant, provided that if any such Holder
shall fail to make any such request, the failure shall not affect the continuing
obligation of the Issuer to afford such rights to such Holder.

     

    (f)           Compliance with
Securities Laws.  The Holder of this
Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of
Warrant Stock to be issued upon exercise 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 of
this Warrant or any shares of Warrant Stock 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    3.           Stock Fully Paid;
Reservation and Listing of Shares; Covenants.

     

    (a)           Stock Fully
Paid.  The
Issuer represents, warrants, covenants and agrees that all shares of Warrant
Stock which may be issued upon the exercise of this Warrant or otherwise
hereunder will, when issued in accordance with the terms of this Warrant, be
duly authorized, validly issued, fully paid and non-assessable and free from all
taxes, liens and charges created by or through the Issuer.  The Issuer
further covenants and agrees that during the period within which this Warrant
may be exercised, the Issuer will at all times have authorized and reserved for
the purpose of the issuance upon exercise of this Warrant a number of authorized
but unissued shares of Common Stock equal to at least one hundred percent (100%)
of the number of shares of Common Stock issuable upon exercise of this Warrant
without regard to any limitations on exercise.

     

    (b)           Reservation.  If any
shares of Common Stock required to be reserved for issuance upon exercise of
this Warrant or as otherwise provided hereunder require registration or
qualification with any Governmental Authority under any federal or state law
before such shares may be so issued, the Issuer will in good faith use its best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified. If the Issuer shall list any shares of Common
Stock on any securities exchange or market it will, at its expense, list
thereon, and maintain and increase when necessary such listing, of, all shares
of Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder (provided that such Warrant Stock has been
registered pursuant to a registration statement under the Securities Act then in
effect), and, to the extent permissible under the applicable securities exchange
rules, all unissued shares of Warrant Stock which are at any time issuable
hereunder, so long as any shares of Common Stock shall be so
listed.  The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

     

    (c)           Covenants.  The Issuer shall not by
any action including, without limitation, amending the Articles of Incorporation
or the by-laws of the Issuer, or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder hereof against
dilution (to the extent specifically provided herein) or
impairment.  Without limiting the generality of the foregoing, the
Issuer will (i) not permit the par value, if any, of its Common Stock to exceed
the then effective Warrant Price, (ii) not amend or modify any provision of the
Articles of Incorporation or by-laws of the Issuer in any manner that would
adversely affect the rights of the Holders of the Warrants, (iii) take all such
action as may be reasonably necessary in order that the Issuer may validly and
legally issue fully paid and nonassessable shares of Common Stock, free and
clear of any liens, claims, encumbrances and restrictions (other than as
provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this
Warrant.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (d)           Loss, Theft,
Destruction of Warrants.  Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     

    (e)           Payment of
Taxes.  The
Issuer will pay any documentary stamp taxes attributable to the initial issuance
of the Warrant Stock issuable upon exercise of this Warrant; provided,
however, that the Issuer 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 representing Warrant Stock in a name other than that of the
Holder in respect to which such shares are issued.

     

    4.           Adjustment
of Warrant Price.  The price at which such
shares of Warrant Stock may be purchased upon exercise of this Warrant shall be
subject to adjustment from time to time as set forth in this Section
4.  The Issuer shall give the Holder notice of any event described
below which requires an adjustment pursuant to this Section 4 in accordance with
the notice provisions set forth in Section 5.

     

    (a)           Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or Sale.

     

    (i)           For
the purposes of this Section 4, a “Triggering Event” shall occur if the Issuer
does any of the following after the Original Issue Date:  (a)
consolidate or merge with or into any other Person and the Issuer shall not be
the continuing or surviving corporation of such consolidation or merger, or (b)
permit any other Person to consolidate with or merge into the Issuer and the
Issuer shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Capital Stock of the Issuer shall be changed into
or exchanged for Securities of any other Person or cash or any other property,
or (c) transfer all or substantially all of its properties or assets to any
other Person, or (d) effect a capital reorganization or reclassification of its
Capital Stock, other than any event set forth in Section 4(b)
below.  In the event of a Triggering Event, provision shall be made so
that the Holder of this Warrant shall be entitled upon the exercise hereof after
a Triggering Event, to the extent this Warrant is not exercised prior to such
Triggering Event, to receive at the Warrant Price in effect at the time
immediately prior to the consummation of such Triggering Event, the Securities,
cash and/or property to which such Holder would have been entitled if such
Holder had exercised the rights represented by this Warrant immediately prior to
the Triggering Event, subject to adjustments as nearly equivalent as possible to
the adjustments provided for elsewhere in this Section 4.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (ii)           Notwithstanding
anything contained in this Warrant to the contrary and so long as the surviving
entity pursuant to any Triggering Event is a company that has a class of equity
securities registered pursuant to the Securities Exchange Act of 1934, as
amended, and its common stock is listed or quoted on a national securities
exchange, national automated quotation system or the OTC Bulletin Board, a
Triggering Event shall not be deemed to have occurred if, prior to the
consummation thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument, the obligations of the
Issuer under this Warrant (and if the Issuer shall survive the consummation of
such Triggering Event, such assumption shall be in addition to, and shall not
release the Issuer from, any continuing obligations of the Issuer under this
Warrant).

     

    (b)           Stock Dividends, Subdivisions and
Combinations.  If at any time the Issuer shall:

     

    (i)           make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive a dividend payable in, or other
distribution of, shares of Common Stock,

     

    (ii)           subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or

     

    (iii)           combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock (other than pursuant to the Reverse Split),

     

    then (1)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (2) the Warrant Price then in effect shall be
adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares of Common Stock for
which this Warrant is exercisable immediately after such
adjustment.

    


    (c)           Certain Other
Distributions.  If at any time the Issuer shall make or issue
or set a record date for the determination of the holders of the Common Stock
for the purpose of entitling them to receive any dividend or other distribution
of:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (i)           cash
(other than a cash dividend payable out of earnings or earned surplus legally
available for the payment of dividends under the laws of the jurisdiction of
incorporation of the Issuer),

     

    (ii)           any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property of any nature whatsoever, or

     

    (iii)           any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property of any nature whatsoever,

     

    then (1)
the number of shares of Common Stock for which this Warrant is exercisable shall
be adjusted to equal the product of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such adjustment
multiplied by a fraction (A) the numerator of which shall be the Per Share
Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is
exercisable immediately after such adjustment.  A reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and shares
of any other class of stock shall be deemed a distribution by the Issuer to the
holders of its Common Stock of such shares of such other class of stock within
the meaning of this Section 4(c) and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4(b).

    


    (d)           Form of Warrant after
Adjustments.  The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of
Securities purchasable upon the exercise of this Warrant.

     

    5.           Notice of
Adjustments.  Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof, the Issuer shall include
disclosure of such adjustment in a Current Report on Form 8-K or another report
required to be filed by the Issuer under the Exchange Act.

     

    6.           Fractional
Shares.  No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall round the number of shares to be issued upon exercise up to the
nearest whole number of shares.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    7.           Call
Provision.  Notwithstanding anything to the contrary contained
in this Warrant, the Issuer 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 Issuer must deliver to the
Holder, registered on the books of the Issuer, a written notice (a “Call
Notice”) and file a Current Report on Form 8-K or its equivalent with the SEC
indicating that this Issuer 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”).  In furtherance
thereof, the Issuer covenants and agrees that it will honor all exercise of this
Warrant subject to a Call Notice that are tendered in accordance with the
provisions hereof through 6:30 p.m. (New York City time) on the Call
Date.

     

    8.           Definitions.  For
the purposes of this Warrant, the following terms have the following
meanings:

     

    “Articles of
Incorporation” means the Articles of Incorporation of the Issuer as in
effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and
thereof and pursuant to applicable law.

     

    “Board”
shall mean the Board of Directors of the Issuer.

     

    “Capital
Stock” means and includes (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, shares of preferred or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.

     

    “Common
Stock” means the Common Stock, par value $.001 per share, of the Issuer
and any other Capital Stock into which such stock may hereafter be
changed.

     

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

     

    “Governmental
Authority” means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or
instrumentality, whether federal, state or local, and whether domestic or
foreign.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Holders”
mean the Persons who shall from time to time own any Warrant.  The
term “Holder” means one of the Holders.

     

    “Issuer”
means China Agri-Business, Inc., a Maryland corporation, and its
successors.

     

    “OTC Bulletin
Board” means the over-the-counter electronic bulletin board.

     

    “Person”
means an individual, corporation, limited liability company, partnership, joint
stock company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.

     

    “Per Share Market
Value” means on any particular date (a) the last closing price per share
of the Common Stock on such date on the OTC Bulletin Board or a registered
national stock exchange on which the Common Stock is then listed, or if there is
no closing price on such date, then the closing bid price on such date, or if
there is no closing bid price on such date, then the closing price on such
exchange or quotation system on the date nearest preceding such date, or (b) if
the Common Stock is not listed then on the OTC Bulletin Board or any registered
national stock exchange, the last closing price for a share of Common Stock in
the over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices, at the close of business on
such date, or if there is no closing price on such date, then the closing bid
price on such date, or (c) if the Common Stock is not then reported by the OTC
Bulletin Board or the National Quotation Bureau Incorporated (or similar
organization or agency succeeding to its functions of reporting prices), then
the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
such date of determination, or (d) if the Common Stock is not then publicly
traded the fair market value of a share of Common Stock as determined by the
Issuer’s Board, acting in good faith.

     

    “Securities”
means any debt or equity securities of the Issuer, whether now or hereafter
authorized, any instrument convertible into or exchangeable for Securities or a
Security, and any option, warrant or other right to purchase or acquire any
Security.  “Security” means one of the Securities.

     

    “Securities
Act” means the Securities Act of 1933, as amended, or any similar federal
statute then in effect.

     

    “Term” has
the meaning specified in Section 1 hereof.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Trading
Day” means (a) a day on which the Common Stock is traded on the OTC
Bulletin Board, or (b) if the Common Stock is not traded on the OTC Bulletin
Board, a day on which the Common Stock is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices); provided,
however, that in the event that the Common Stock is not listed or quoted as set
forth in (a) or (b) hereof, then Trading Day shall mean any day except Saturday,
Sunday and any day which shall be a legal holiday or a day on which banking
institutions in the State of New York are authorized or required by law or other
government action to close.

     

    “Warrants”
means the Warrants issued and sold pursuant to the initial public offering
consummated by the Company on the Original Issue Date, including, without
limitation, this Warrant, and any other warrants of like tenor issued in
substitution or exchange for any thereof pursuant to the provisions of Section
2(c) or 2(d) hereof or of any of such other Warrants.

     

    “Warrant
Price” initially means U.S. $1.00, as such price may be adjusted from
time to time as shall result from the adjustments specified in this Warrant,
including Section 4 hereto.

     

    “Warrant Share
Number” means at any time the aggregate number of shares of Warrant Stock
which may at such time be purchased upon exercise of this Warrant, after giving
effect to all prior adjustments and increases to such number made or required to
be made under the terms hereof.

     

    “Warrant
Stock” means Common Stock issuable upon exercise of any Warrant or
Warrants or otherwise issuable pursuant to any Warrant or Warrants.

     

    9.           Amendment and
Waiver.  Any term, covenant, agreement or condition in this
Warrant may be amended, or compliance therewith may be waived (either generally
or in a particular instance and either retroactively or prospectively), by a
written instrument or written instruments executed by the Issuer and the
Holder.

     

    10.           Governing Law;
Jurisdiction.  This Warrant 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.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    11.           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earlier of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified for notice prior to 5:00 p.m., eastern time, on a Trading Day, (ii)
the Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified for
notice later than 5:00 p.m., eastern time, on any date and earlier than 11:59
p.m., eastern time, on such date, (iii) the Trading Day following the date of
mailing, if sent by overnight delivery by a nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given.  The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

     

    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

    


    with
copies (which copies shall not constitute notice to the Issuer) to:

    


    Hodgson
Russ, LLC

    1540
Broadway, 24th Floor

    New York,
New York 10036

    Attention:
Jeffrey Rinde

    Tel.
No.:  (212) 751-4300

    Fax
No.:  (212) 751-0928

    


    Any party
hereto may from time to time change its address for notices by giving at least
ten (10) days written notice of such changed address to the other party
hereto.

    


    12.           Warrant
Agent.  The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

     

    13.           Successors and
Assigns.  This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors and assigns of the
Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    14.           Modification and
Severability.  If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision
hereof is found to be unenforceable, then such provision shall be deemed
modified to the extent necessary to make it enforceable by such court or
agency.  If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect the
other provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

     

    15.           Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this
Warrant.


     

    [Signature
page follows]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the Issuer
has executed this Warrant as of the day and year first above
written.

     

    
      
        
          
            	
                    CHINA AGRI-BUSINESS,
      INC.

                  
	 
      	 
      
	By:	
                     

                  
	 
      	
                    Name: Liping
      Deng

                  
	 
      	
                    Title:
      Chief Executive
Officer

                  


          

        

      

    


    
      
         


      

      
        12