FORM
OF SECURITIES PURCHASE AGREEMENT

     

    This
Securities Purchase Agreement (the “Agreement”) is dated
as of September 13, 2010, by and among Man Shing Agricultural Holdings, Inc., a
Nevada corporation (the “Company”) and the
investors identified on the signature pages hereto (each, a “Purchaser” and
collectively, the “Purchasers”).
Capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in Section 7 hereof.

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated
thereunder, the Company intends to sell to each Purchaser, and each Purchaser
intends to purchase, shares (the “Shares”) of the
Company’s common stock, $.001 par value per share (the “Common Stock”). The
Purchaser wishes to purchase from the Company [__________] shares of Common
Stock of the Company (the “Securities”) at a price of forty cents ($0.4) per
share.

     

    In
consideration of the mutual covenants contained in this Agreement, and for other
good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Purchasers agree as follows:

     

    1.           Purchase and
Sale.  On the Closing Date, in accordance with and subject to
the terms and conditions described in this Agreement, the Company shall issue
and sell to each Purchaser (the “Offering”), and each
Purchaser, severally and not jointly, shall purchase from the Company that
number of shares of the equal to the Subscription Amount of such Purchaser
divided by the Per Share Purchase Price.

     

    2.           Closing and
Deliverables

     

    (a)          Closing.  On
the Closing Date, each Purchaser shall purchase from the Company, and the
Company shall issue and sell to each Purchaser, the Shares as set forth in
Section 1, and each Purchaser shall pay to the Company in consideration for the
Shares, its respective Subscription Amount as set forth in Section
1.  On the Closing Date, the Closing shall occur at the offices of
[the Company] or such other time and location as the parties shall mutually
agree.

     

    (b)         Deliveries.

     

    (1)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered
to the Purchasers the following:

     

    
      	
               
      

            	
              i.

            	
              this
      Agreement duly executed by the
Company.

            


    

     

    (2)          On
or prior to the Closing Date, each of the Purchasers shall deliver or cause to
be delivered to the Company the following:

     

    
      	
               
      

            	
              i.

            	
              this
      Agreement duly executed by the
Purchaser;

            


    

     

    
      	
               
      

            	
              ii.

            	
              the
      Purchaser’s Subscription Amount by wire transfer to an account designated
      in writing by the Company.

            


    

     

    (c)          Closing
Conditions.

     

    (1)          The
obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              i.

            	
              the
      accuracy in all material respects on the Closing Date of the
      representations and warranties of each of the Purchasers contained
      herein;

            


    

     

    
      	
               
      

            	
              ii.

            	
              all
      obligations, covenants and agreements of each of the Purchasers required
      to be performed at or prior to the Closing Date shall have been
      performed;

            


    

     

    
      	
               
      

            	
              iii.

            	
              the
      delivery by each of the Purchasers of the items set forth in Section
      2(b)(2) of this Agreement;

            


    

     

    
      	
               
      

            	
              iv.

            	
              the
      delivery by each Purchaser of a certificate, executed by an authorized
      officer of such Purchaser dated as of the Closing Date, certifying on
      behalf of such Purchaser that such Purchaser has satisfied the conditions
      specified in Sections 2(c)(1)(i) and
(ii).

            


    

     

    (2)         The
obligations of each of the Purchasers in connection with the Closing are subject
to the following conditions being met:

     

    
      	
               
      

            	
              i.

            	
              the
      accuracy in all material respects on the Closing Date of the
      representations and warranties of the Company contained
      herein;

            


    

     

    
      	
               
      

            	
              ii.

            	
              all
      obligations, covenants and agreements of the Company required to be
      performed at or prior to the Closing Date shall have been
      performed;

            


    

     

    
      	
               
      

            	
              iii.

            	
              the
      delivery by the Company of the items set forth in Section 2(b)(1) of this
      Agreement;

            


    

     

    
      	
               
      

            	
              iv.

            	
              there
      shall have been no Material Adverse Effect with respect to the Company
      since the date hereof;

            


    

     

    
      	
               
      

            	
              v.

            	
              the
      delivery by the other Purchasers of the items set forth in Section 2(b)(2)
      of this Agreement; and

            


    

     

    
      	
               
      

            	
              vi.

            	
              the
      delivery by the Company of a certificate, executed by the Chief Executive
      Officer or President of the Company dated as of the Closing Date,
      certifying on behalf of the Company that the Company has satisfied the
      conditions specified in Sections 2(c)(2)(i), (ii), (iii), (iv) and
      (v).

            


    

     

    3.           Acceptance of
Subscription.  The Company shall have no obligation hereunder
until the Company shall execute and deliver to the Purchaser an executed copy of
this Agreement.  If this subscription is rejected or the Offering is
terminated, in each case, prior to execution and delivery of this Agreement by
the Company, this Agreement and all other documents executed by the Purchasers
shall thereafter be of no further force or effect.

     

    
      
         


      

      
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    4.           Purchaser Representations and
Warranties.  Each Purchaser hereby for itself and for no other
Purchaser, represents, warrants, acknowledges and agrees as of the date hereof
and as of the Closing Date to the Company as follows:

     

    (a)           The
Securities are not registered under the Securities Act of 1933, as amended (the
“Securities
Act”), or any state securities laws and, except as set forth in Section
5(s), the Company has no present or future obligation to register the Securities
under the Securities Act or any state securities laws.  The Purchaser
understands that the offering and sale of the Securities is intended to be
exempt from registration under the Securities Act, by virtue of Section 4(2)
thereof and the provisions of Regulation D promulgated thereunder, or not
subject to such requirement, by virtue of Regulation S promulgated under the
Securities Act, based, in part, upon the representations, warranties and
agreements of the Purchaser contained in this Agreement.

     

    (b)           The
Purchaser has had access to all documents heretofore filed by the Company with
the Commission (the “SEC Reports”) and has
received all other documents requested by the Purchaser.  The
Purchaser has carefully reviewed the SEC Reports and all such other documents
and understands the information contained therein.

     

    (c)           All
documents, records and books pertaining to the investment in the Securities have
been made available for inspection by the Purchaser and its representatives.
Purchaser hereby acknowledges that all such information is confidential and
Purchaser shall not disclose any such confidential information to any third
party other than as set forth herein.

     

    (d)           The
Purchaser has had a reasonable opportunity to ask questions of and receive
answers from a person or persons acting on behalf of the Company concerning the
offering of the Securities and the business, financial condition, results of
operations and prospects of the Company, and all such questions have been
answered to the full satisfaction of the Purchaser.  Neither such
inquiries nor any other investigation conducted by or on behalf of the Purchaser
or its representatives or counsel shall modify, amend or affect the Purchaser’s
right to rely on the truth, accuracy and completeness of the Company’s
representations and warranties contained in this Agreement.

     

    (e)           In
evaluating the suitability of an investment in the Company, the Purchaser has
not relied upon any representation or other information (oral or written) other
than as stated in this Agreement.

     

    (f)           The
Purchaser is unaware of, is in no way relying on, and did not become aware of
the Offering through or as a result of, any form of general solicitation or
general advertising as those terms are used in Regulation D under the Securities
Act, including, without limitation, any article, notice, advertisement or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, in connection with the offering and is not subscribing
for Securities and did not become aware of the Offering through or as a result
of any seminar or meeting to which the Purchaser was invited by, or any
solicitation of a subscription by, a person not previously known to the
Purchaser.

     

    (g)           The
Purchaser has taken no action which would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement
or the transactions contemplated hereby.

     

    (h)           The
Purchaser has such knowledge and experience in financial, tax, and business
matters, and, in particular, investments in securities similar to the Securities
so as to enable the Purchaser to utilize the information made available to it in
connection with the Offering to evaluate the merits and risks of an investment
in the Securities and the Company and to make an informed investment decision
with respect thereto.

     

    
      
         


      

      
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    (i)           The
Purchaser is not relying on the Company or any of its employees, officers or
agents with respect to the legal, tax, economic and related considerations as to
an investment in the Securities and the Purchaser has relied on the advice of,
or has consulted with, only his own advisors.

     

    (j)           The
Purchaser is acquiring the Securities solely for the Purchaser's own account for
investment and not with a view to resale, assignment or distribution thereof, in
whole or in part in violation of the Securities Act or any applicable state
securities laws.  The Purchaser has no agreement or arrangement,
formal or informal, with any person to sell or transfer all or any part of the
Securities in violation of the Securities Act or any state securities laws and
the Purchaser has no plans to enter into any such agreement or
arrangement.  The Purchaser will not engage in hedging transactions
with respect to the Securities unless in compliance with the registration
requirements of the Securities Act.

     

    (k)           The
Purchaser must bear the substantial economic risks of the investment in the
Securities indefinitely because none of the Securities may be sold, hypothecated
or otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from such registration is
available.  Subject to the terms hereunder, legends shall be placed on
the Securities to the effect that they have not been registered under the
Securities Act or applicable state securities laws and appropriate notations
thereof will be made in the Company’s stock books.

     

    (l)           The
Purchaser has adequate means of providing for its current financial needs and
foreseeable contingencies and has no need for liquidity of the investment in the
Securities for an indefinite period of time.

     

    (m)           The
Purchaser (i) meets the requirements of the suitability standards for an
“accredited investor” as set forth in the Investor Questionnaire attached as
Exhibit A hereto.  The Purchaser further represents and warrants that
it will notify and supply corrective information to the Company immediately upon
the occurrence of any change occurring prior to the Company's issuance of the
Securities that renders the representation made in the immediately preceding
sentence.

     

    (n)           Each
Purchaser that is not an entity represents that he or she has full power and
authority to execute and deliver this Agreement and all other related agreements
or certificates and to carry out the provisions hereof and thereof and to
purchase and hold the Securities, this Agreement has been duly executed and
delivered on behalf of the Purchaser and constitutes a legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally and general principles of equity and the execution
and delivery of this Agreement by Purchaser will not violate or be in conflict
with any order, judgment, injunction, agreement or controlling document to which
Purchaser is a party or by which Purchaser is bound.

     

    
      
         


      

      
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    (o)           Each
Purchaser that is an entity represents that it is a corporation, partnership,
limited liability company or partnership, association, joint stock company,
trust, unincorporated organization or other entity, and that (A) the Purchaser
was not formed for the specific purpose of acquiring the Securities, (B) the
Purchaser is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, (C) the consummation of the
transactions contemplated hereby is authorized by, and will not result in a
violation of law or the charter or other organizational documents of the
Purchaser, (D) the Purchaser has full power and authority to execute and deliver
this Agreement and all other related agreements or certificates and to carry out
the provisions hereof and thereof and to purchase and hold the Securities, (E)
the execution and delivery of this Agreement has been duly authorized by all
necessary action of the Purchaser, (F) this Agreement has been duly executed and
delivered on behalf of the Purchaser and constitutes a legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally and general principles of equity and (G) the
execution and delivery of this Agreement by Purchaser will not violate or be in
conflict with any order, judgment, injunction, agreement or controlling document
to which Purchaser is a party or by which Purchaser is bound.

     

    (p)           The
Purchaser represents to the Company that any information which the undersigned
has heretofore furnished or furnishes herewith to the Company is complete and
accurate and may be relied upon by the Company in determining the availability
of an exemption from registration under Federal and state securities laws in
connection with the Offering.  The Purchaser further represents and
warrants that it will notify and supply corrective information to the Company
immediately upon the occurrence of any change therein occurring prior to the
Company's issuance of the Securities.

     

    (q)           The
Purchaser is able to bear the economic risk of an investment in the Securities
and, at the present time, has a sufficient net worth to sustain a complete loss
of such investment in the Company in the event such a loss should
occur.  The Purchaser’s overall commitment to investments which are
not readily marketable is not excessive in view of its net worth and financial
circumstances and the purchase of the Securities will not cause such commitment
to become excessive.

     

    (r)           THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.  THE SECURITIES
OFFERED HEREBY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.  THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR
ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

     

    5.       
   Company
Representations and Warranties.  The Company hereby represents,
warrants, acknowledges and agrees as of the date hereof and as of the Closing
Date to each of the Purchasers as follows:

     

    (a)           Subsidiaries.  Except
as disclosed in the SEC Reports, the Company has no direct or indirect
subsidiaries.

     

    (b)           Organization and
Qualification.  The Company is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the
State of Nevada, with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  The Company is not in violation of any of the provisions
of its certificate of incorporation or by-laws.

     

    
      
         


      

      
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    (c)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the Offering.  The execution
and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary action on the part of the Company and no further consent or action is
required by the Company, other than the Required Approvals (as defined
below).  This Agreement, when executed and delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally
and general principles of equity.

     

    (d)           No
Conflicts.  The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s certificate of incorporation or by-laws, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice or
lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company debt or otherwise) or other understanding to
which the Company is a party or by which any material property or asset of the
Company is bound or affected, or (iii) subject to obtaining the Required
Approvals (as defined below), result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority as currently in effect to which the Company is
subject (including federal and state securities laws and regulations), or by
which any material property or asset of the Company is bound or affected; except
in the case of each of clauses (ii) and (iii), such as could not, individually
or in the aggregate (a) adversely affect the legality, validity or
enforceability of the Offering, (b) have or result in a material adverse effect
on the results of operations, assets, prospects, business or condition
(financial or otherwise) of the Company, taken as a whole, or (c) adversely
impair the Company's ability to perform fully on a timely basis its obligations
under this Agreement (any of (a), (b) or (c), a “Material Adverse
Effect”); provided, however, that,
notwithstanding the foregoing, the parties agree that neither (x) any changes in
the market price of the Common Stock nor (y) the receipt by the Company from its
auditors of a “going concern” qualification to its audit of the Company’s
financial statements shall be deemed to be a Material Adverse Effect for
purposes of this Agreement.

     

    (e)           Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of this Agreement other than (i) the
filing with the Commission of a Form D pursuant to Regulation D under the
Securities Act and (ii) applicable Blue Sky filings (collectively, the “Required
Approvals”).

     

    (f)           Issuance of the
Securities.  The Shares are duly authorized and, when issued
and paid for in accordance with this Agreement, will be duly and validly issued,
fully paid and nonassessable, free and clear of all Liens.  The
Warrants have been duly authorized, executed and delivered by the Company and
are valid and binding obligations of the Company, enforceable in accordance with
their terms, except as such enforcement may be limited by bankruptcy, insolvency
or similar laws affecting creditors’ rights generally and such enforcement may
be limited by equitable principles of general applicability, regardless of
whether enforcement is sough in a proceeding at law or in
equity.  Assuming the accuracy of the Purchasers’ representations and
warranties set forth in Section 4, no registration under the Securities Act is
required for the offer and sale of the Securities by the Company to the
Purchaser as contemplated hereby. No shareholder approval is required for the
Company to fulfill its obligations pursuant to this Agreement.  As of
the Closing, the Company will have reserved from its duly authorized capital
stock the maximum number of shares of Common Stock issuable pursuant to this
Agreement.

     

    
      
         


      

      
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    (g)           Capitalization.  The
number of shares of Common Stock and type of all authorized, issued and
outstanding capital stock of the Company is as set forth in the SEC Reports and
on Schedule 5(g) hereto.  Except as set forth on Schedule 5(g) hereto,
no Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the
Offering.  Except as described in the SEC Reports and on Schedule 5(g)
hereto, there are no outstanding options, warrants, script rights to subscribe
to, calls or commitments of any character whatsoever relating to shares of
Common Stock, or, rights or obligations convertible into or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common
Stock, or contracts, commitments, understandings or arrangements by which the
Company is or may become bound to issue additional shares of Common Stock or
rights convertible or exchangeable into shares of Common
Stock.   All of the outstanding shares of capital stock of the
Company issued on and after December 31, 2009 are validly issued, fully paid and
non-assessable, have been issued in compliance with federal and state securities
laws, and none of such outstanding shares was issued in violation of any
preemptive rights or similar rights to subscribe for or purchase
securities.

     

    (h)           SEC Reports; Financial
Statements.  The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by it under the
Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including pursuant to Section 13(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by
law to file such material) (the foregoing materials, including the exhibits
thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Reports”) on a
timely basis. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the SEC promulgated thereunder, and none of
the SEC Reports, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.  The financial statements of the
Company included in the SEC Reports have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”), except as may
be otherwise specified in such financial statements or the notes thereto, and
fairly present in all material respects the financial position of the Company as
of and for the dates thereof and the results of operations and cash flows for
the periods then ended.

     

    (i)           Material
Changes.  Except for the proposed Offering or as otherwise
described in the SEC Reports or on Schedule 5(i) hereto, since the date of the
latest financial statements included in the SEC Reports: (i) there has been no
event, occurrence or development that has had or could reasonably be expected to
result in a Material Adverse Effect, (ii) the Company has not incurred any
liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past
practice, and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or required to be disclosed in filings
made with the Commission, (iii) the Company has not altered its method of
accounting or the identity of its auditors, (iv) the Company has not declared or
made any dividend or distribution of cash or other property to its stockholders
except in the ordinary course of business consistent with prior practice, or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock except consistent with prior practice or pursuant to existing
Company stock option or similar plans, and (v) the Company has not issued any
equity shares to any officer, director or affiliate, except pursuant to existing
Company stock option or similar plans.

     

    
      
         


      

      
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    (j)           Litigation.  Except
as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of
violation, Proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company or its properties before or
by any court, arbitrator, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) (collectively, an “Action”) which: (i)
adversely affects or challenges the legality, validity or enforceability of this
Agreement or the Offering or (ii) could, if there were an unfavorable decision,
individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect. The Company is not nor has it ever been the subject of
any Action involving a claim of violation of or liability under federal or state
securities laws. There has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation by the Commission involving
the Company.  The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the
Company under the Exchange Act or the Securities Act.

     

    (k)           Compliance.  Except
as disclosed in the SEC Reports, the Company: (i) is not in default under
or in violation of (and no event has occurred that has not been waived that,
with notice or lapse of time or both, would result in a default by the Company
under), nor has the Company received notice of a claim that it is in default
under or that it is in violation of, any material indenture, loan or credit
agreement or any other material agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or
violation has been waived), which default or violation would have or result in a
Material Adverse Effect, (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not and has not been in violation
of any statute, rule or regulation of any governmental authority, except in each
case as would not, individually or in the aggregate, have or result in a
Material Adverse Effect.

     

    (l)           Regulatory
Permits.  Except as otherwise described in the SEC Reports, the
Company possesses or has applied for all certificates, authorizations and
permits issued by the appropriate federal, state, local or foreign regulatory
authorities necessary to conduct its business as described in the SEC Reports,
except where the failure to possess such permits would not, individually or in
the aggregate, have a Material Adverse Effect (“Material Permits”),
and the Company has not received any notice of Proceedings relating to the
revocation or modification of any Material Permit.

     

    (m)           Title to
Assets.  The Company and its subsidiaries have title in fee
simple to all real property owned by them that is material to the business of
the Company and its subsidiaries and title in all personal property owned by
them that is material to the business of the Company and its subsidiaries, in
each case free and clear of all Liens, except for Liens as do not materially
affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and its
subsidiaries and Liens for the payment of federal, state or other taxes, the
payment of which is neither delinquent nor subject to penalties.  Any
real property and facilities held under lease by the Company or its subsidiaries
is held by them under valid leases of which the Company and its subsidiaries are
in compliance, except as would not have a Material Adverse Effect.

     

    (n)           Patents and
Trademarks.  The Company and its subsidiaries either own, or
have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights that are necessary or material for use in connection with their
respective businesses as described in the SEC Reports and which the failure to
so have or could reasonably be expected to result in a Material Adverse Effect
(collectively, the “Intellectual Property
Rights”).  The Company and its subsidiaries have not (i)
received a written notice that the Intellectual Property Rights owned or used by
the Company or its subsidiaries violates or infringes upon the rights of any
Person, or (ii) received a written invitation to license any intellectual
property rights of any Person in order to avoid such a violation or
infringement.  To the knowledge of the Company, there is no existing
infringement of any of the Intellectual Property Rights by any
Person.

     

    
      
         


      

      
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    (o)           Sarbanes-Oxley; Internal
Accounting Controls.  The Company is in material compliance
with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to
it.  The Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
disclosure controls and procedures to ensure that material information relating
to the Company is made known to the certifying officers by others within those
entities, particularly during the period in which the Company’s most recently
filed periodic report under the Exchange Act, as the case may be, is being
prepared.  The Company presented in its most recent periodic report
filed with the Commission, the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures.  The
Company’s certifying officers have evaluated the effectiveness of the Company’s
controls and procedures as of December 31, 2009 (the “Evaluation
Date”).  Since the Evaluation Date, there have been no significant
changes in the Company’s internal controls (as such term is defined in Item 307
of Regulation S-B under the Exchange Act) or, to the knowledge of the Company,
in other factors that could significantly affect the Company’s internal
controls.

     

    (p)           Lack of
Publicity.  None of the Company, its subsidiaries or any person
acting on its or their behalf have engaged or will engage in any form of general
solicitation or general advertising as those terms are used in Regulation D
under the Securities Act in the United States with respect to the Securities,
including, without limitation, any article, notice, advertisement or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, regarding the offering, nor did any such person
sponsor any seminar or meeting to which potential investors were invited by, or
any solicitation of a subscription by, a person not previously known to such
investor in connection with investments in the Securities generally. None of the
Company, its subsidiaries or any person acting on its or their behalf have
engaged or will engage in any form of directed selling efforts (as that term is
used in Regulation S under the Securities Act) with respect to the
Securities.

     

    (q)           Solvency.  Based
on the financial condition of the Company as of the Closing Date after giving
effect to the receipt by the Company of the proceeds from the sale of the
Securities hereunder, (i) the Company’s fair saleable value of its assets
exceeds the amount that will be required to be paid on or in respect of the
Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature; (ii) the Company’s assets do not constitute
unreasonably small capital to carry on its business for the current fiscal year
as now conducted and as proposed to be conducted including its capital needs
taking into account the particular capital requirements of the business
conducted by the Company, and projected capital requirements and capital
availability thereof; and (iii) the current cash flow of the Company, together
with the proceeds the Company would receive, were it to liquidate all of its
assets, after taking into account all anticipated uses of the cash, would be
sufficient to pay all amounts on or in respect of its debt when such amounts are
required to be paid.  The Company does not intend to incur debts
beyond its ability to pay such debts as they mature (taking into account the
timing and amounts of cash to be payable on or in respect of its
debt).  The Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year
from the Closing Date.  The SEC Reports set forth as of the dates
thereof all outstanding secured and unsecured Indebtedness of the Company or any
of its subsidiaries, or for which the Company or any of its subsidiaries has
commitments.  For the purposes of this Agreement, “Indebtedness” shall
mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000
(other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements and other contingent obligations in respect of
Indebtedness of others, whether or not the same are or should be reflected in
the Company’s balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (c) the present value of
any lease payments in excess of $50,000 due under leases required to be
capitalized in accordance with GAAP.  Neither the Company nor any of
its subsidiaries is in default with respect to any Indebtedness.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (r)           Tax
Status.  Except for matters that would not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse
Effect, the Company and each of its subsidiaries have filed all necessary
federal, state and foreign income and franchise tax returns or have timely filed
for valid extensions to the filing deadlines applicable to them with respect to
such taxes and has paid or accrued all taxes shown as due thereon, and the
Company has no knowledge of a tax deficiency which has been asserted or
threatened against the Company or any of its subsidiaries.

     

    (s)           Foreign Corrupt
Practices.  Neither the Company, nor to the knowledge of the
Company, any agent or other person acting on behalf of the Company, has (i)
directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is  in violation of law, or (iv)
violated in any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.

     

    (t)           Shareholders Rights Plan;
Investment Company Act.  No claim will be made or enforced by
the Company that the Purchaser is an “Acquiring Person”
under any shareholders rights plan or similar plan or arrangement in effect or
hereafter adopted by the Company, or that the Purchaser could be deemed to
trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities.  The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Securities, will not be or be an
Affiliate of, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended (the “Investment Company
Act”).

     

    (u)           Disclosure.  The
disclosure provided to the Purchaser regarding the Company, its business and the
transactions contemplated hereby, furnished by or on behalf of the Company,
including the SEC Reports and the Disclosure Schedules furnished by the Company
with respect to the representations and warranties made herein does not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. 

     

    6.           Covenants of the Purchaser and the
Company.

     

    (a)           Transfer
Restrictions.

     

    (1)           The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of such securities
(or hedging activities involving such securities) other than pursuant to an
effective registration statement or Rule 144, to the Company or to an affiliate
of the Purchaser or in connection with a pledge as contemplated below, the
Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company,
the form and substance of which opinion shall be reasonably satisfactory to the
Company, to the effect that such transfer does not require registration of such
transferred securities under the Securities Act.  As a condition of
transfer, any such transferee shall agree in writing to be bound by the terms of
this Agreement and shall have the rights of the Purchaser under this
Agreement.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (2)           Each
Purchaser agrees to the imprinting, so long as is required by this Section 6(a),
of a legend on any of the Securities in the following form:

     

    THESE
SECURITIES  HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.  THESE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

     

    (3)           Certificates
evidencing Securities shall not contain any legend (including the legend set
forth in Section 6(a)(2)): (i) following the resale of such Securities pursuant
to an effective registration statement under the Securities Act covering the
resale of such Securities, or (ii) following any resale of such Securities
pursuant to Rule 144, or (iii) if such Securities are eligible for resale under
Rule 144(k), or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the Staff of the Commission.  The Company
agrees that following the time when a legend is no longer required under this
Section 6(a)(3), it will, no later than five (5) Trading Days following the
delivery by a Purchaser to the Company or the Company's transfer agent of a
certificate representing Securities issued with a restrictive legend (such date,
the “Legend Removal
Date”), deliver or cause to be delivered to the Purchaser or the
Purchaser’s transferee, as applicable, a certificate representing such
Securities that is free from all restrictive and other legends.  The
Company may not make any notation on its records or give instructions to any
transfer agent of the Company that enlarge the restrictions on transfer set
forth in this Section.  Notwithstanding anything to the contrary
contained herein, the Company shall not be required to effect a removal of a
restrictive legend to the extent such legend is required under applicable
requirements of the Securities Act, including any rule of the Commission
promulgated thereunder, and judicial interpretations thereof.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (4)           Each
Purchaser agrees that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 6(a) is predicated upon the
Company’s reliance that the Purchaser will sell any Securities pursuant to
either the registration requirements of the Securities Act, including any
applicable prospectus delivery requirements, or an exemption
therefrom.

     

    (b)           Furnishing of
Information.  As long as any Purchaser owns any Securities, the
Company covenants to use its best efforts to timely file all reports required to
be filed by the Company after the date hereof pursuant to the Exchange
Act.  As long as any Company is not required to file reports pursuant
to the Exchange Act, it will prepare and furnish to the Purchasers and make
publicly available in accordance with Rule 144(c) such information as is
required for the Purchasers to sell the Securities under Rule
144.  The Company further covenants that it will take such further
action as the Purchasers may reasonably request, all to the extent required from
time to time to enable the Purchaser to sell such Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144.

     

    (c)           Integration.  The
Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities, in a
manner that would require the registration under the Securities Act of the sale
of the Securities to the Purchasers.  The Company shall conduct its
business in a manner so that it will not become subject to registration under
the Investment Company Act.

     

    (d)           Disclosure;
Publicity.  The Purchasers shall not issue any press release or
otherwise make any such public statement with respect to the transactions
contemplated hereby without the prior consent of the Company, except if such
disclosure is required by law, in which case the Purchasers shall promptly
provide the Company with prior written notice of such public statement or
communication.  The Company shall not publicly disclose the name of
the Purchasers, or include the name of the Purchasers in any filing with the
Commission or any regulatory agency or Trading Market, without the prior written
consent of the Purchaser, except (i) as required by federal securities law in
connection with the registration statement contemplated by Section 6A of this
Agreement and (ii) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide the Purchaser with
prior notice of such disclosure permitted under sub clause (i) or
(ii).

     

    (e)           Indemnification of
Purchasers.   Subject to the provisions of this Section
6(e), the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, partners, employees and agents (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Purchaser Party may suffer or incur as a result of
or relating to (i) any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or (ii) any action
instituted against a Purchaser, or any of them or their respective Affiliates,
by any stockholder of the Company who is not an Affiliate of such Purchaser,
with respect to any of the transactions contemplated by this Agreement (unless
such action is based upon a breach of the Purchaser’s representation, warranties
or covenants under this Agreement or any agreements or understandings the
Purchaser may have with any such stockholder or any violations by the Purchaser
of state or federal securities laws).  If any action shall be brought
against any Purchaser Party in respect of which indemnity may be sought pursuant
to this Agreement, such Purchaser Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing.  Any Purchaser Party shall have the right
to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Purchaser Party except to the extent that (A) the employment thereof has
been specifically authorized by the Company in writing; (B) the Company has
failed after a reasonable period of time to assume such defense and to employ
counsel or (C) in such action there is, in the reasonable opinion of such
separate counsel, a material conflict on any material issue between the position
of the Company and the position of such Purchaser Party.  The Company
will not be liable to any Purchaser Party under this Agreement (I) for any
settlement by a Purchaser Party effected without the Company’s prior written
consent, which shall not be unreasonably withheld, conditioned or delayed; or
(II) to the extent, but only to the extent that a loss, claim, damage or
liability is attributable to any Purchaser Party’s breach of any of the
representations, warranties, covenants or agreements made by the Purchaser in
this Agreement..


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (f)           Indemnification of
Company.   Subject to the provisions of this Section 6(f),
each of the Purchasers, severally and not jointly will indemnify and hold the
Company and its directors, officers, shareholders, partners, employees and
agents (each, a “Company Party”)
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Company Party may suffer or incur as a result of or
relating to (i) any breach of any of the representations, warranties, covenants
or agreements made by the Purchaser in this Agreement or (ii) any action
instituted against the Company, or any Company Party or their respective
Affiliates, by any stockholder of the Company, with respect to any of the
transactions contemplated by this Agreement if such action is based upon a
breach of the representation, warranties or covenants of such Purchaser under
this Agreement or any violation by such Purchaser of state or federal securities
laws.  If any action shall be brought against any Company Party in
respect of which indemnity may be sought pursuant to this Agreement, such
Company Party shall promptly notify the applicable Purchaser in writing, and
such Purchaser shall have the right to assume the defense thereof with counsel
of its own choosing.  Any Company Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Company
Party except to the extent that (A) the employment thereof has been specifically
authorized by the indemnifying Purchaser in writing; (B) the indemnifying
Purchaser has failed after a reasonable period of time to assume such defense
and to employ counsel or (C) in such action there is, in the reasonable opinion
of such separate counsel, a material conflict on any material issue between the
position of the indemnifying Purchaser and the position of such Company
Party.  The Purchaser will not be liable to any Company Party under
this Agreement (I) for any settlement by a Company Party effected without the
indemnifying Purchaser’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed; or (II) to the extent, but only to the extent
that a loss, claim, damage or liability is attributable to any Company Party’s
breach of any of the representations, warranties, covenants or agreements made
by the Company in this Agreement.

     

    7.           Right of First Refusal. Each
Investor shall have the right to participate on a pro rata basis in any
subsequent private placement funding by the Company following receipt of written
notice of such financing, provided that if such Investor fails to respond by the
third business day after such receipt such right shall lapse with respect to
that financing only.

     

    8.           Definitions.  In
addition to the terms defined elsewhere in this Agreement: the following terms
have the meanings indicated in this Section 7:

     

    (a)           “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are
used in and construed under Rule 144 under the Securities Act.  With
respect to the Purchaser, any investment fund or managed account that is managed
on a discretionary basis by the same investment manager as the Purchaser will be
deemed to be an Affiliate of the Purchaser.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (b)           “Business Day” means
any day except Saturday, Sunday and any day which shall be a Federal holiday or
a day on which banking institutions in the State of New York are authorized or
required by law or other governmental action to close.

     

    (c)           
“Closing Date”
means September 13, 2010 or such later Trading Day when this Agreement has been
executed and delivered by the applicable parties thereto, and all conditions
precedent to (i) the Purchaser’s obligations to pay the Subscription Amount have
been satisfied or waived and (ii) the Company’s obligations to deliver the
Securities have been satisfied or waived.

     

    (d)           “Commission” means the
Securities and Exchange Commission..

     

    (e)           “Liens” means a lien,
charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction.

     

    (f)            “Per Share Purchase
Price” means $0.4.

     

    (g)           “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    (h)           “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition).

     

    (i)           
“Subscription
Amount” shall mean, as to each Purchaser, the amount to be paid for the
Shares purchased hereunder, as specified on the signature page for each such
Purchaser.

     

    (j)           “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 New York
Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market, the
Nasdaq Capital Market or the OTC Bulletin Board.

     

    9.           Successors and
Assigns.  Each Purchaser hereby acknowledges and agrees that
this Agreement shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives and
permitted assigns.

     

    10.           Modification.  This
Agreement shall not be modified or waived except by an instrument in writing
signed by the party against whom any such modification or waiver is
sought.

     

    11.           Notices.  Any notice
or other communication required or permitted to be given hereunder shall be in
writing and shall be mailed by certified mail, return receipt requested, sent by
nationwide overnight courier or delivered against receipt to the party to whom
it is to be given (a) if to Company, at the address set forth above, or (b) if
to the Purchaser, at the address set forth on the signature page hereof (or, in
either case, to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section).  Any notice or
other communication given by certified mail shall be deemed given at the time
that it is signed for by the recipient except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof. Any notice
or other communication given by nationwide overnight courier shall be deemed
given the next business day following being deposited with such
courier.

     

    12.           Assignability.  Except
as otherwise provided in this Agreement, this Agreement and the rights,
interests and obligations hereunder are not transferable or assignable by the
Purchasers.  This Agreement and the rights, interests and obligations
hereunder are not transferable or assignable by the Company.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    13.           Applicable Law.  All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof, except to the extent that the
application of the General Corporation Law of the State of Nevada is mandatory
applicable.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of this Agreement), and hereby
irrevocably waives, and agrees not to assert in any suit, action or Proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or Proceeding is improper or inconvenient venue
for such Proceeding.  Each party hereby irrevocably waives personal
service of process and consents 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 Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  The
parties hereby waive to the fullest extent permitted by applicable law, all
rights to a trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. If either party shall
commence an action or Proceeding to enforce any provisions of this Agreement,
then the prevailing party in such action or Proceeding shall be reimbursed by
the other party for its attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
Proceeding.

     

    14.           Use of
Pronouns.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

     

    15.           Miscellaneous.

     

    (a)           This
Agreement and its exhibits and schedules constitutes the entire agreement
between the Purchasers and the Company with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings, if any,
relating to the subject matter hereof.  The terms and provisions of
this Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of
such terms or provisions.

     

    (b)           Each
Purchaser's and the Company's covenants, agreements, representations and
warranties made in this Agreement shall survive the execution and delivery
hereof and delivery of the Securities.

     

    (c)           Except
as expressly set forth in this Agreement to the contrary, each of the parties
hereto shall pay its own fees and expenses (including the fees of any attorneys,
accountants, appraisers or others engaged by such party) in connection with this
Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.  The Company shall
pay all transfer agent fees, stamp taxes and other taxes and duties levied in
connection with the delivery of any Securities.

     

    (d)           This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (e)           Each
provision of this Agreement shall be considered separable and, if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.

     

    (f)           Section
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

    


    
      
        
          
            
              
                
                  	
                          MAN
      SHING AGRICULTURAL HOLDINGS, INC.

                        
	 
	
                          By:

                        	 
        	 
      
	
                          Name:
      Liu Shili

                        	 
      
	
                          Title:
      Chairman & President

                        	 
      


                

              

            

          

        

      

    

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              [__________________]

                                            
	
                                              Investor

                                            
	 
	
                                              By:

                                            	 
        
	 
      	
                                              Name:

                                            
	 
	
                                              Subscription
      Amount:  $[________________]

                                            
	 
      
	
                                              ADDRESS
      FOR NOTICE

                                            
	 
      
	
                                              DELIVERY
      INSTRUCTIONS

                                            
	
                                              (if
      different from above)

                                            
	 
      
	
                                              c/o:                                                                                                  

                                            
	 
	
                                              Street:                                                                                             

                                            
	 
	
                                              City/State/Zip:                                                                               

                                            
	 
	
                                              Attention:                                                                                       

                                            
	 
	
                                              Tel:                                                                                                   

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        18