THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.

     

    SERIES D
WARRANT TO PURCHASE

     

    SHARES OF
COMMON STOCK

     

    OF

     

    GRANTO,
INC.

     

    Expires
March 29, 2015

    


    
      
        	
                No.: D

              	
                Number of Shares:                             

              
	
                Date
      of Issuance: March 29, 2010

              	 
      


      

    

     

    FOR VALUE
RECEIVED, the undersigned, Granto, Inc., a Nevada corporation (together with its
successors and assigns, the “Issuer”), hereby
certifies that ____________________________________ (the “Holder”) or its
registered assigns is entitled to subscribe for and purchase, during the Term
(as hereinafter defined), ___________________________________ 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, subject, however, to the
provisions and upon 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 9 hereof. This Warrant has been issued
in exchange for certain Series B Common Stock Purchase Warrants to purchase
common stock of Rongfu Aquaculture, Inc. that were issued to the Holder in
January 2010.

     

    1.  
Term. The term
of this Warrant shall commence on March 29, 2010 and shall expire at 6:00 p.m.,
Eastern Time, on March 29, 2015 (such period being the “Term” and such date,
the “Termination
Date”).

     

    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 for such number of shares of
Common Stock set forth above.

     

    (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
duly executed (“Notice
of Exercise”)) at the principal office of the Issuer, and by the payment
to the Issuer of an amount of consideration therefor 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,
payable at such Holder’s election (i) by certified or official bank check or by
wire transfer to an account designated by the Issuer, (ii) by “cashless
exercise” in accordance with the provisions of subsection (c) of this Section 2,
or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.

     

    (c)
  Cashless
Exercise. Notwithstanding any provision herein to the contrary, if (i)
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price (at the date of calculation as set forth below) and (ii) subject
to the three sentences following the formula set forth below in this Section
2(c), a registration statement under the Securities Act providing for the resale
of the Warrant Stock (a “Registration Statement”) is not then in effect by the
one year anniversary date  Original Issue Date or not effective at any
time during the Effectiveness Period (as defined in the Stock Purchase
Agreement) after such one year anniversary in accordance with the terms of the
Stock Purchase Agreement, in lieu of exercising this Warrant by payment of cash,
the Holder may elect to exercise this Warrant by a cashless exercise and shall
receive the number of shares of Common Stock equal to an amount (as determined
below) by surrender of this Warrant at the principal office of the Issuer
together with the properly endorsed Notice of Exercise in which event the Issuer
shall issue to the Holder a number of shares of Common Stock computed using the
following formula:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      
	 
      	
                  X =
      Y - (A)(Y)

                
	
                    

                	
                  B

                
	 
      	 
      	 
      
	
                    Where

                	
                  X
      =

                	
                  the
      number of shares of Common Stock to be issued to the
    Holder.

                
	 
      	 
      	 
      
	 
      	
                  Y
      =

                	
                  the
      number of shares of Warrant Stock issuable upon exercise of this Warrant
      in accordance with the terms of this Warrant by means of a cash exercise
      rather than a cashless exercise.

                
	 
      	 
      	 
      
	 
      	
                  A
      =

                	
                  the
      Warrant Price.

                
	 
      	 
      	 
      
	 
      	
                  B
      =

                	
                  the
      Per Share Market Value of one share of Common Stock on the Trading Day
      immediately preceding the date of such
election.

                


        

      

    

    


     If
a Registration Statement covering the resale of all of the Warrant Stock is not
in effect by the one year anniversary of the Original Issue Date or not
effective at any time during the Effectiveness Period solely because of the
Issuer’s cut-back of shares included in the Registration Statement due to SEC
Restrictions (as such term is defined in the Stock Purchase Agreement), then the
Holder may not exercise this Warrant by a cashless exercise; provided that within
six months after the effective date of the Registration Statement or such
shorter or longer period as may be permitted or required under SEC staff
interpretations the Issuer shall have filed an additional registration statement
covering the resale of all Warrant Stock not included in the Registration
Statement (the “Excluded Shares”) and have used its reasonable best efforts to
cause such registration statement to be declared effective by the SEC. If due to
additional SEC Restrictions relating to the subsequent registration statement
some or all of the Excluded Shares are not included in such registration
statement or the effectiveness of such registration statement is not maintained,
then every six months (or such shorter or longer period as may be permitted or
required under SEC staff interpretations) after an  additional
registration statement is declared effective the Issuer shall file a further
registration covering the resale of the Excluded Shares not or no longer covered
by an effective registration statement and use its reasonable best efforts to
cause such registration statement to be declared effective by the SEC. If the
Issuer does not comply with the foregoing, then the Holder may exercise this
Warrant by cashless exercise.

    


    (d)
  Issuance of
Stock Certificates. In the event of any exercise of 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”) or,
at the request of the Holder (provided that a registration statement under the
Securities Act providing for the resale of the Warrant Stock is then in effect
or that the resale of shares of Warrant Stock are otherwise exempt from
registration), issued and delivered to the Depository Trust Company (“DTC”) account on the
Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a
reasonable time, not exceeding five (5) Trading Days after such exercise, and
the Holder hereof shall be deemed for all purposes to be the holder of the
shares of Warrant Stock so purchased as of the date of such exercise.
Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent
shall only be obligated to issue and deliver the shares to the DTC on a holder’s
behalf via DWAC if such exercise is in connection with a sale or other exemption
from registration by which the shares may be issued without a restrictive
legend. 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (e)
  Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In
addition to any other rights available to the Holder, if the Issuer fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Stock pursuant to an exercise on or before the Delivery
Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the
Issuer shall: (1) pay in cash to the Holder the amount by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant Stock for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Issuer shall be required to pay the Holder $1,000. The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable confirmations and
other evidence reasonably requested by the Issuer. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Issuer’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

     

    (f)
  Transferability
of Warrant. Subject to Section 2(h) hereof, this Warrant may be
transferred by a Holder, in whole or in part, to an “accredited investor” as
defined in Regulation D under the Securities Act 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.

     

    (g)
  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.

    


    (h)
  Compliance with
Securities Laws.

     

    (i)
  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.

     

    (ii)
  Except as provided in paragraph (iii) below, this Warrant and all
certificates representing shares of Warrant Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following
form:


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.

     

    (iii)
  The Issuer agrees to reissue this Warrant or certificates representing
any of the Warrant Stock, without the legend set forth above if at such time,
prior to making any transfer of any such securities, the Holder shall give
written notice to the Issuer describing the manner and terms of such transfer.
Such proposed transfer will not be effected until: (a) either (i) the Issuer has
received an unqualified opinion of counsel reasonably satisfactory to the
Issuer, to the effect that the registration of such securities under the
Securities Act is not required in connection with such proposed transfer, (ii) a
registration statement under the Securities Act covering such proposed
disposition has been filed by the Issuer with the United States Securities and
Exchange Commission and has become effective under the Securities Act, or (iii)
the Issuer has received other evidence reasonably satisfactory to the Issuer
that such registration and qualification under the Securities Act and state
securities laws are not required; and (b) either (i) the Issuer has received an
opinion of counsel reasonably satisfactory to the Issuer, to the effect that
registration or qualification under the securities or “blue sky” laws of any
state is not required in connection with such proposed disposition, or (ii)
compliance with applicable state securities or “blue sky” laws has been effected
or a valid exemption exists with respect thereto. The Issuer will respond to any
such notice from a holder within five (5) Trading Days. In the case of any
proposed transfer under this Section 2(h), the Issuer will use reasonable
efforts to comply with any such applicable state securities or “blue sky” laws,
but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, (y) to take any action that would subject it to
tax or to the general service of process in any state where it is not then
subject, or (z) to comply with state securities or “blue sky” laws of any state
for which registration by coordination is unavailable to the Issuer. The
restrictions on transfer contained in this Section 2(h) shall be in addition to,
and not by way of limitation of, any other restrictions on transfer contained in
any other section of this Warrant. Whenever a certificate representing the
Warrant Stock is required to be issued to the Holder without a legend, in lieu
of delivering physical certificates representing the Warrant Stock, the Issuer
shall cause its transfer agent to electronically transmit the Warrant Stock to
the Holder by crediting the account of the Holder or Holder’s Prime Broker with
DTC through its DWAC system (to the extent not inconsistent with any provisions
of this Warrant or the Stock Purchase Agreement).

     

    (i)
  Accredited
Investor Status. In no event may the Holder exercise this Warrant in
whole or in part unless the Holder is an “accredited investor” as defined in
Regulation D under the Securities Act.

     

    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 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, in accordance with the terms and provisions of the
Stock Purchase Agreement. 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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (c)
  Covenants. The Issuer
shall not by any action including, without limitation, amending the Certificate
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
Certificate 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.

     

    (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)
  In case the Issuer after the Original Issue Date shall do any of the
following (each, a “Triggering Event”):
(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, then, and in the case of each such Triggering Event, proper
provision shall be made to the Warrant Price and the number of shares of Warrant
Stock that may be purchased upon exercise of this Warrant so that, upon the
basis and the terms and in the manner provided in this Warrant, the Holder of
this Warrant shall be entitled upon the exercise hereof at any time after the
consummation of such 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, in lieu of the Common Stock issuable upon such exercise of this Warrant
prior to such Triggering Event, the Securities, cash and property to which such
Holder would have been entitled upon the consummation of such Triggering Event
if such Holder had exercised the rights represented by this Warrant immediately
prior thereto (including the right of a shareholder to elect the type of
consideration it will receive upon a Triggering Event), subject to adjustments
(subsequent to such corporate action) as nearly equivalent as possible to the
adjustments provided for elsewhere in this Section 4.  Immediately
upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in
writing of such Triggering Event and provide the calculations in determining the
number of shares of Warrant Stock issuable upon exercise of the new warrant and
the adjusted Warrant Price. Upon the Holder’s request, the continuing or
surviving corporation as a result of such Triggering Event shall issue to the
Holder a new warrant of like tenor evidencing the right to purchase the adjusted
number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the
terms and provisions of this Section 4(a)(i).   


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    (ii)
  In the event that the Holder has elected not to exercise this Warrant
prior to the consummation of a Triggering Event, 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 Exchange Act and its common stock is
listed or quoted on a national securities exchange, national automated quotation
system or the OTC Bulletin Board, the surviving entity and/or 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 delivered to, and reasonably satisfactory to, the Holder of
this Warrant, (A) 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) and (B) the obligation to deliver
to such Holder such Securities, cash or property as, in accordance with the
foregoing provisions of this subsection (a), such Holder shall be entitled to
receive, and the surviving entity and/or each such Person shall have similarly
delivered to such Holder an opinion of counsel for the surviving entity and/or
each such Person, which counsel shall be reasonably satisfactory to such Holder,
or in the alternative, a written acknowledgement executed by the President or
Chief Financial Officer of the Issuer, stating that this Warrant shall
thereafter continue in full force and effect and the terms hereof (including,
without limitation, all of the provisions of this subsection (a)) shall be
applicable to the Securities, cash or property which the surviving entity and/or
each such Person may be required to deliver upon any exercise of this Warrant or
the exercise of any rights pursuant hereto.

     

    (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,

     

    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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

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

     

    (i)
  cash,

     

    (ii)
  any evidences of its indebtedness, any shares of stock of any class or
any other securities or property of any nature whatsoever (other than cash,
Common Stock Equivalents or Additional Shares of Common Stock), 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 (other than cash, Common Stock Equivalents or
Additional Shares of Common Stock),

     

    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 mutually
agreed upon by the Issuer and 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)
  Issuance of
Additional Shares of Common Stock.

     

    (i)      During
the Term, in the event the Issuer shall issue any Additional Shares of Common
Stock (otherwise than as provided in the foregoing subsections (a) through (c)
of this Section 4), at a price per share less than the Warrant Price then in
effect or without consideration, then the Warrant Price upon each such issuance
shall be reduced (calculated to the nearest cent), as of the close of business
on the date of the issuance or sale, to the amount obtained by multiplying the
Warrant Price by a fraction, (1) the numerator of which shall be the sum of
(A) the number of Common Stock Equivalents Outstanding immediately prior to
the issuance or sale of Additional Shares of Common Stock, plus (B) the
quotient obtained by dividing the Aggregate Consideration Received (as defined
in Section 4(d)(ii)) by the Issuer for the total number of Additional Shares of
Common Stock so issued and/or sold (and/or deemed so issued and sold) by the
Warrant Price in effect immediately prior to the issuance or sale, and (2) the
denominator of which shall be the sum of (A) the number of Common Stock
Equivalents Outstanding immediately prior to the issuance or sale (or deemed
issuance or sale), plus (B) the number of Additional Shares of Common Stock
so issued or sold (and/or deemed so issued and sold).

     

    (ii)   The
“Aggregate Consideration Received”
by the Issuer for any issuance or sale (or deemed issuance or sale) of
securities shall (i) to the extent it consists of cash, be computed at the gross
amount of cash received by the Issuer (before deduction of any underwriting or
similar commission, compensation or concessions paid or allowed by the Issuer in
connection with the issuance or sale and without deduction of any expenses
payable by the Issuer), (ii) to the extent it consists of property other than
cash, be computed at the fair market value of that property as determined in
good faith by the Board, and (c) if Additional Shares of Common Stock,
Convertible Securities or Rights or Options to purchase either Additional Shares
of Common Stock or Convertible Securities are issued or sold together with other
stock or securities or other assets of the Issuer for a consideration which
covers both, be computed as the portion of the consideration so received that
may be reasonably determined in good faith by the Board to be allocable to such
Additional Shares of Common Stock, Convertible Securities or Rights or Options,
respectively.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    No
adjustment of the number of shares of Common Stock for which this Warrant shall
be exercisable shall be made pursuant to this Section 4(d) upon the issuance of
any Additional Shares of Common Stock which are issued pursuant to the exercise
of any Common Stock Equivalents, if any such adjustment shall previously have
been made upon the issuance of such Common Stock Equivalents (or upon the
issuance of any warrant or other rights therefor) pursuant to Section
4(e).

     

    (e)
  Issuance of
Common Stock Equivalents. In the event the Issuer shall take a record of
the holders of its Common Stock for the purpose of entitling them to receive a
distribution of, or shall in any manner (whether directly or by assumption in a
merger in which the Issuer is the surviving corporation) issue or sell, any
Common Stock Equivalents, whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable upon such conversion or exchange shall be less than the
Warrant Price in effect immediately prior to the time of such issue or sale, 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 Warrant Price in
effect at the time of such amendment or adjustment, then the Warrant Price then
in effect shall be adjusted as provided in Section 4(d). No further adjustments
of the number of shares of Common Stock for which this Warrant is exercisable
and the Warrant Price then in effect shall be made upon the actual issue of such
Common Stock upon conversion or exchange of such Common Stock
Equivalents.

    


    (f)
  Superseding
Adjustment. If, at any time after any adjustment of the Warrant Price
then in effect shall have been made pursuant to Section 4(e) 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, on the date that such right of conversion or exchange of the Common Stock
Equivalents shall be set to expire, such previous adjustment shall be rescinded
and annulled and the Warrant Price then in effect shall be adjusted to the
Warrant Price in effect immediately prior to the issuance of such Common Stock
Equivalents, subject to any further adjustments pursuant to this Section
4.

     

    (g)
  Other
Provisions Applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of
shares of Common Stock for which this Warrant is exercisable and the Warrant
Price then in effect provided for in this Section 4:

     

    (i)
  When
Adjustments to Be Made. The adjustments required by this Section 4 shall
be made whenever and as often as any specified event requiring an adjustment
shall occur, except that any adjustment of the number of shares of Common Stock
for which this Warrant is exercisable that would otherwise be required may be
postponed (except in the case of a subdivision or combination of shares of the
Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of
exercise if such adjustment either by itself or with other adjustments not
previously made adds or subtracts less than one percent (1%) of the shares of
Common Stock for which this Warrant is exercisable immediately prior to the
making of such adjustment. Any adjustment representing a change of less than
such minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other adjustments
required by this Section 4 and not previously made, would result in a minimum
adjustment or on the date of exercise. For the purpose of any adjustment, any
specified event shall be deemed to have occurred at the close of business on the
date of its occurrence.

     

    (ii)
  Fractional
Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest one
one-hundredth (1/100th) of a share.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (iii)
  When Adjustment
Not Required. If the Issuer shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution to stockholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.

     

    (h)
  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 (for purposes of this Section 5, each an
“adjustment”),
the Issuer shall cause its Chief Financial Officer or other authorized officer,
as the case may be, to prepare and execute a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board made any determination hereunder),
and the Warrant Price and Warrant Share Number after giving effect to such
adjustment, and shall cause copies of such certificate to be delivered to the
Holder of this Warrant promptly after each adjustment. Any dispute between the
Issuer and the Holder of this Warrant with respect to the matters set forth in
such certificate may at the option of the Holder of this Warrant be submitted to
an Independent Appraiser, provided that the
Issuer shall have ten (10) days after receipt of notice from such Holder of its
selection of such firm to object thereto, in which case such Holder shall select
another such firm and the Issuer shall have no such right of objection. The
Independent Appraiser selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty (30) days after submission
to it of such dispute. Such opinion shall be final and binding on the parties
hereto. The reasonable costs and expenses of the Independent Appraiser in making
such determination shall be paid by the Issuer, in the event the Holder's
calculation was correct, or by the Holder, in the event the Issuer’s calculation
was correct, or equally by the Issuer and the Holder in the event that neither
the Issuer's or the Holder's calculation was correct.

     

    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, at its option, (a) pay an amount in cash equal to the Warrant
Price multiplied by such fraction or (b) round the number of shares to be issued
upon exercise up to the nearest whole number of shares.

     

    7.  
Ownership Cap and
Exercise Restriction. Notwithstanding anything to the contrary set forth
in this Warrant, at no time may the Holder exercise this Warrant if the number
of shares of Common Stock to be issued pursuant to such exercise would cause the
number of shares of Common Stock beneficially owned by the Holder at such time
to exceed, when aggregated with all other shares of Common Stock owned by the
Holder and its affiliates at such time, the number of shares of Common Stock
which would result in the Holder, its affiliates, any investment manager having
discretionary investment authority over the accounts or assets of the Holder and
its affiliates, or any other persons whose beneficial ownership of Common Stock
would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange
Act, beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and
outstanding shares of Common Stock; provided, however, that upon
the Holder providing the Issuer with sixty-one (61) days notice (pursuant to
this certificate) (the “Waiver Notice”) that
the Holder would like to waive this Section 7 with regard to any or all shares
of Common Stock issuable upon exercise of this Warrant, this Section 7 shall be
of no force or effect with regard to those shares of Common Stock referenced in
the Waiver Notice; provided, further, that during
the sixty-one (61) day period prior to the Termination Date, the Holder may
waive this Section 7 by providing a Waiver Notice at any time during such
sixty-one (61) day period; provided, further, that any
Waiver Notice provided during the sixty-one (61) day period prior to the
Termination Date will not be effective until the Termination Date.

     

                8.
  Registration
Rights. The Holder of this Warrant is entitled to the benefit of certain
registration rights with respect to the shares of Warrant Stock issuable upon
the exercise of this Warrant pursuant to that certain Series A Preferred Stock
Purchase Agreement, of even date herewith, by and among the Issuer and the
investors listed on the signature page thereto (the “Stock Purchase
Agreement”) and the registration rights with respect to the shares of
Warrant Stock issuable upon the exercise of this Warrant by any subsequent
Holder may only be assigned in accordance with the terms and provisions
therein.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    9.  
Definitions.
For the purposes of this Warrant, the following terms have the following
meanings:

     

    “Additional Shares of Common
Stock” means all shares of Common Stock issued by the Issuer after the
Original Issue Date, and all shares of Other Common, if any, issued by the
Issuer after the Original Issue Date, except: (i) Common Stock issued upon
conversion of, or payable as a dividend on, the Issuer’s Series A Preferred
Stock, (ii) securities issued pursuant to the conversion or exercise of
convertible or exercisable securities issued or outstanding on or prior to the
date of the Stock Purchase Agreement or issued pursuant to the Stock Purchase
Agreement (so long as the conversion or exercise price in such securities are
not amended to lower such price and/or adversely affect the Holders) which have
previously been disclosed to the Holder, (iii) the Warrant Stock, (iv)
securities issued to employees, officers or directors of, or contractors,
consultants or advisers to, the Issuer pursuant to the any stock option plan,
stock purchase right or arrangement approved by the Board that do not exceed in
the aggregate 10% of the Issuer’s Common Stock at the time of issuance, (v)
securities issued in connection with the acquisition of another unrelated
corporation or entity with an enterprise value of at least $1,000,000 by the
Issuer by consolidation, merger, purchase of all or substantially all of the
assets, or other reorganization approved unanimously by the Board, and (vi)
securities issued to non-affiliated parties in connection with services rendered
or to be rendered to the Issuer that do not exceed in the aggregate in any
period of 24 months 2% of the Issuer’s Common Stock at the time of the Original
Issue Date.

     

    “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.

     

    “Certificate 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.

     

     “Common Stock” means
the Common Stock, $0.001 par value per share, of the Issuer and any other
Capital Stock into which such stock may hereafter be changed.

     

    “Common Stock
Equivalent” means any means the number of shares of Common Stock that is
equal to the sum of (a) all shares of Common Stock that are outstanding at
the time in question, plus (b) all shares of Common Stock that are issuable
upon conversion of all shares of Series A Preferred or other Convertible
Securities and Rights or Options that are outstanding at the time in
question.

    


    “Convertible
Securities” means evidences of Indebtedness, shares of Capital Stock or
other Securities which are or may be at any time convertible into or
exchangeable for Additional Shares of Common Stock. The term “Convertible
Security” means one of the Convertible Securities.

    


     “Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any similar federal statute
then in effect.

    


    “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.

     

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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Independent
Appraiser” means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements
of the Issuer) that is regularly engaged in the business of appraising the
Capital Stock or assets of corporations or other entities as going concerns, and
which is not affiliated with either the Issuer or the Holder of any
Warrant.

     

    “Issuer” means Granto,
Inc., a Nevada corporation, and its successors.

     

    “Majority Holders”
means at any time the Holders of Warrants exercisable for a majority of the
shares of Warrant Stock issuable under the Warrants at the time
outstanding.

     

    “Original Issue Date”
means March 29, 2010.

    


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

    


    “Other Common” means
any other Capital Stock of the Issuer of any class which shall be authorized at
any time after the date of this Warrant (other than Common Stock) and which
shall have the right to participate in the distribution of earnings and assets
of the Issuer without limitation as to amount.

     

    “Outstanding Common
Stock” means, at any given time, the aggregate amount of outstanding
shares of Common Stock, assuming full exercise, conversion or exchange (as
applicable) of all options, warrants and other Securities which are convertible
into or exercisable or exchangeable for, and any right to subscribe for, shares
of Common Stock that are outstanding at such time.

     

    “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 Trading Market or another 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 a Trading Market 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 Trading Market or any registered
national stock exchange 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 Trading Market or any registered national stock exchange or
in 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 an Independent
Appraiser selected in good faith by the Majority Holders; provided, however , that the
Issuer, after receipt of the determination by such Independent Appraiser, shall
have the right to select an additional Independent Appraiser, in which case, the
fair market value shall be equal to the average of the determinations by each
such Independent Appraiser; and provided, further, that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period. The determination of fair market value by an Independent Appraiser shall
be based upon the fair market value of the Issuer determined on a going concern
basis as between a willing buyer and a willing seller and taking into account
all relevant factors determinative of value, and shall be final and binding on
all parties. In determining the fair market value of any shares of Common Stock,
no consideration shall be given to any restrictions on transfer of the Common
Stock imposed by agreement or by federal or state securities laws, or to the
existence or absence of, or any limitations on, voting rights.

     

    “Rights or Options”
means warrants, options or other rights to purchase or acquire shares of Common
Stock or Convertible Securities.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Stock Purchase
Agreement” means the Series A Preferred Stock Purchase Agreement dated as
of March 29, 2010, among the Issuer and the Investors.

     

    “Investors” means the
purchasers of the Preferred Stock and Warrants (as defined in the Stock Purchase
Agreement), issued by the Issuer pursuant to the Stock Purchase
Agreement.

     

    “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.

     

    “Subsidiary” means any
corporation at least 50% of whose outstanding Voting Stock shall at the time be
owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

     

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

     

    “Trading Day” means
(a) a day on which the Common Stock is traded on a Trading Market, or (b) if the
Common Stock is not traded on a Trading Market, 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.

     

    “Trading Market” means
the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the American Stock Exchange, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board.

     

    “Voting Stock” means,
as applied to the Capital Stock of any corporation, Capital Stock of any class
or classes (however designated) having ordinary voting power for the election of
a majority of the members of the Board of Directors (or other governing body) of
such corporation, other than Capital Stock having such power only by reason of
the happening of a contingency.

     

    “Warrants” means the
Warrants issued and sold pursuant to the Stock Purchase Agreement, theWarrants
issued in exchange for certain Common Stock Purchase Warrants to purchase common
stock ofRongfuAquaculture, Inc. that were issued to the Holder in January 2010,
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), 2(d) or 2(e) hereof or of any of such other
Warrants.

     

    “Warrant Price”
initially means $2.93 per share 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.

     

    10.
  Other
Notices. In case at any time:

     

    (a)
  the Issuer shall make any distributions to the holders of Common Stock;
or


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (b)
  the Issuer shall authorize the granting to all holders of its Common
Stock of rights to subscribe for or purchase any shares of Capital Stock of any
class or other rights; or

     

    (c)
  there shall be any reclassification of the Capital Stock of the Issuer;
or

     

    (d)
  there shall be any capital reorganization by the Issuer; or

     

    (e)
  there shall be any (i) consolidation or merger involving the Issuer or
(ii) sale, transfer or other disposition of all or substantially all of the
Issuer’s property, assets or business (except a merger or other reorganization
in which the Issuer shall be the surviving corporation and its shares of Capital
Stock shall continue to be outstanding and unchanged and except a consolidation,
merger, sale, transfer or other disposition involving a wholly-owned
Subsidiary); or

     

    (f)
  there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Issuer or any partial liquidation of the Issuer or
distribution to holders of Common Stock;

     

    then, in
each of such cases, the Issuer shall give written notice to the Holder of the
date on which (i) the books of the Issuer shall close or a record shall be taken
for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than ten (10) days prior
to the record date or the date on which the Issuer’s transfer books are closed
in respect thereto. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

     

    11.
  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 Majority
Holders; provided , however , that no
such amendment or waiver shall reduce the Warrant Share Number, increase the
Warrant Price, shorten the period during which this Warrant may be exercised or
modify any provision of this Section 11 without the consent of the Holder of
this Warrant. No consideration shall be offered or paid to any person to amend
or consent to a waiver or modification of any provision of this Warrant unless
the same consideration is also offered to all holders of the
Warrants.

    


               12.
  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. This Warrant shall
not be interpreted or construed with any presumption against the party causing
this Warrant to be drafted. The Issuer and the Holder agree that venue for any
dispute arising under this Warrant will lie exclusively in the state or federal
courts located in New York, and the parties irrevocably waive any right to raise
forum non conveniens or any other argument that New York is not the proper
venue. The Issuer and the Holder irrevocably consent to personal jurisdiction in
the state and federal courts of the state of New York. The Issuer and the Holder
consent to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Warrant and agree that such service shall constitute good and
sufficient service of process and notice thereof. Nothing in this Section 12
shall affect or limit any right to serve process in any other manner permitted
by law. The Issuer and the Holder hereby agree that the prevailing party in any
suit, action or proceeding arising out of or relating to this Warrant or the
Stock Purchase Agreement, shall be entitled to reimbursement for reasonable
legal fees from the non-prevailing party. The parties hereby waive all rights to
a trial by jury.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    13.
  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) immediately
upon hand delivery, 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. The
addresses for such communications shall be: 

    


    
      
        	
                If
      to the Issuer:

                 

              	
                Granto,
      Inc.

                Attn:
      President

                Dongdu Room
      321,

                No.475 Huanshidong
      Road

                Guangzhou City

                People’s Republic of China 510075

                 

                Phone:
      011-86-20-8762-1778

                 

                Fax:
      011-86-20-8762-2136

              
	 
      	 
      
	
                with
      copies (which copies

                shall
      not constitute notice)

                to:

              	
                Guzov
      Ofsink, LLC

                600
      Madison Avenue, 14th
      Floor

                New
      York, New York 10022

                Attn:
      Darren Ofsink, Esq.

                Facsimile:
      212-688-7273

                e-mail:dofsink@golawintl.com

              
	 
      	 
      
	
                If
      to any Holder:

              	
                At
      the address of such Holder set forth on Exhibit A to this Agreement, with
      copies to Holder’s counsel as set forth on Exhibit A or as specified in
      writing by such Holder with copies to:

              
	 
      	 
      
	
                with
      copies (which copies

                shall
      not constitute notice)

                to:

              	 
      


      

    

     

    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.

     

    14.
  Warrant
Agent. The Issuer may, by written notice to the 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.

     

    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.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    16.
  Remedies. The Issuer
stipulates that the remedies at law of the Holder of this Warrant in the event
of any default or threatened default by the Issuer in the performance of or
compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

     

    17.
  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.

     

    18.
  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.

    


    19.    No Rights as
Stockholders. Prior to the exercise of this Warrant, the Holder shall not
have or exercise any rights as a stockholder of the Issuer by virtue of its
ownership of this Warrant.

      

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

     

    
      
        
          
            
              	GRANTO,
      INC.
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:
      Kelvin Chan

                    
	 
      	
                      Title:
      President

                    


            

          

        

      

    


    
      
         


      

      
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    EXERCISE
FORM

    SERIES D
WARRANT

     

    GRANTO,
INC.

     

    The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Common Stock of
________________________________ covered by the within Warrant.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        Dated:

                                                      	 
      	 
      	
                                                        Signature

                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                        Address

                                                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of Exercise: _________________________

     

    The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.

     

    The
undersigned intends that payment of the Warrant Price shall be made as (check
one):

     

    Cash
Exercise_______

     

    Cashless
Exercise_______

     

    If the
Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by
certified or official bank check (or via wire transfer) to the Issuer in
accordance with the terms of the Warrant.

     

    If the
Holder has elected a Cashless Exercise, a certificate shall be issued to the
Holder for the number of shares equal to the whole number portion of the product
of the calculation set forth below, which is ___________. The Issuer shall pay a
cash adjustment in respect of the fractional portion of the product of the
calculation set forth below in an amount equal to the product of the fractional
portion of such product and the Per Share Market Value on the date of exercise,
which product is ____________.

     

    
      
        	 
      	
                X =
      Y - (A)(Y)

              
	
                  

              	
                B

              


      

    

     

    Where:

     

    The
number of shares of Common Stock to be issued to the Holder
__________________(“X”).

     

    The
number of shares of Common Stock purchasable upon exercise of all of the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised ___________________________ (“Y”).

     

    The
Warrant Price ______________ (“A”).

     

    The Per
Share Market Value of one share of Common Stock _______________________
(“B”).

     

    
      
         


      

      
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    ASSIGNMENT

     

    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Dated:

                                            	 
      	 
      	
                                              Signature

                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                              Address

                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    PARTIAL
ASSIGNMENT

     

    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named
corporation.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Dated:

                                            	 
      	 
      	
                                              Signature

                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                              Address

                                            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    FOR USE
BY THE ISSUER ONLY:

     

    This
Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.


     

    
      
         


      

      
        18