FORM
OF ADDENDUM TO REGISTRATION RIGHTS AGREEMENT, 

    SECURED
CONVERTIBLE REDEEMABLE DEBENTURE, INVESTOR 

    RIGHTS
AGREEMENT, AND PLEDGE AGREEMENT

    


    


    This
addendum, dated as of September 13, 2010 (the "Addendum") is made by and between
Man Shing Agricultural Holdings, Inc. (the “Company”), and
[____________________] (the “Investor”).  This document is to be read
in conjunction with the Registration Rights Agreement, as amended (the
“Registration Rights Agreement”), the Secured Convertible Redeemable Debenture
(the “Debenture”), the Pledge Agreement (the “Pledge Agreement”) and the
Investor Rights Agreement (the “Investor Rights Agreement” and together with the
Registration Rights Agreement, the Debenture, and the Pledge Agreement, the
“Agreements”), each executed by and among the Company and the Investor on or
about January 2010.  All terms used herein and not defined herein
shall have the meanings ascribed to them in the Registration Rights Agreement.
This Addendum incorporates by reference and supplements the Agreements and, as
the Company has advised Investor that the following amendments are required in
connection with potential future investments in the Company, the parties hereby
agree to amend the Agreements as follows:

     

    
      
        	
                1. 

              	
                Section
      2. REGISTRATION of the Registration Rights
    Agreement

              


      

      
        


        
          	
                  (a)  

                	
                  The
      Investor hereby waives all of the requirements under Section 2(a) of the
      Registration Rights Agreement. The Investor and the Company acknowledge
      that the Company shall not be required to prepare and file with the
      Securities and Exchange Commission any registration statement on any
      form.

                


        

        
          


          
            	
                    (b)  

                  	
                    Reserved

                  


          

          
            


            
              	
                      (c)  

                    	
                       Failure to File or
      Obtain Effectiveness of the Registration Statement.  The
      Investor hereby waives all of the requirements under Section 2(c) of the
      Registration Rights Agreement. In view of waiving of all registration
      requirements, the Investor hereby waives all Liquidated Damages otherwise
      payable by the Company under the Registration Rights
      Agreement.

                    


            

            
              


              
                	
                        (d)  

                      	
                        Reserved

                      


              

            

          

        

      

    

    


    
      	
              2.  

            	
              Section 4.02.
      Consent  of
      Holder to Sell Capital Stock, Incur Debt or Grant Security
      Interests of the
      Debenture

            


    

    


    The
Investor agrees to waive all the requirements under Section 4.02 of the
Debenture. 

    


    
      	
              3.  

            	
              Pledge
      Agreement

            


    

    


    
      	
              (a)  

            	
              All
      capitalized terms used in this Section 3 and not otherwise defined in this
      Addendum shall have the meanings ascribed to them in the Pledge
      Agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              (b)  

            	
              Solely
      with regard to the preferred stock included in the Pledged Shares (the
      “Preferred Pledged Shares”), Investor hereby agrees to release any and all
      rights of the Investor in the Preferred Pledged Shares under the Pledge
      Agreement, to waive all the requirements relating to the Preferred Pledged
      Shares under the Pledge Agreement, and to instruct Escrow Agent to return
      to the Company the Transfer Documents and the certificates representing
      the Preferred Pledged Shares, it being agreed that such actions would
      result in the termination of the Pledge Agreement as it relates to the
      Preferred Pledged Shares, but only if, prior to such release, waiver, and
      instruction, Pledgor has delivered to the Company (with a copy to the
      Investor) irrevocable written instructions to cancel the Preferred Pledged
      Shares immediately after such release and
  waiver.

            


    

    


    
      	
              4.  

            	
              Other.

            


    

    


    The
Investor hereby waives any and all rights it may have, including under the
Agreements and all other agreements, to consent to or object to any of the
following:

    
      	
              a.  

            	
              any
      past, present or future financing where securities in the Company may be
      issued;

            


    

    
      	
              b.  

            	
              any
      forward or reverse stock split;

            


    

    
      	
              c.  

            	
              the
      listing of the Common Stock or Common Stock purchase warrants of the
      Company on a national securities exchange, including the NASDAQ Stock
      Market LLC, the New York Stock Exchange, or NYSE Euronext;
    or

            


    

    
      	
              d.  

            	
              any
      merger, acquisition, or share exchange, including a merger, acquisition,
      or share exchange which results in a change in control of the
      Company.

            


    

    
      


      
        	
                5.

              	
                All
      other terms and conditions under the Agreements shall remain unchanged and
      remain in full force and
effect.

              


      

      
 

    

    


    


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Remainder of this Page is Intentionally Blank]

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Company and the Investor have caused this Addendum to be
duly executed and delivered individually or by their officers thereunto duly
authorized as of the date first written above.

    


    MAN SHING
AGRICULTURAL HOLDINGS, INC.  (“Company”)

    


    


    By:
__________________________

    Name:                      Eddie
Cheung

    Title:                      Chief
Executive Officer

    


    [___________________________________]
(“Investor”)

    


    


    By:
__________________________

    Name:

    Title:

    


    Acknowledged
and Agreed To Solely with Respect to Section 3 of this Addendum:

    


    


    By:
___________________________

    Name:
Shili Liu