CANCELLATION
AGREEMENT

     

    This
CANCELLATION AGREEMENT is entered into as of November 14, 2010 (this “Agreement”) by and
between Man Shing Agricultural Holdings, Inc., a Nevada corporation (the “Company”), and Mr.
Shili Liu (the “Shareholder”).

     

    BACKGROUND

     

    WHEREAS, the Company wishes to amend
(“Amendment
No. 1”) those certain Securities Purchase
Agreements dated September 13, 2010 (each a “Securities Purchase
Agreement” and together the
“Securities
Purchase Agreements”) by and between the Company and the
investors listed on the
signature pages thereto (each a “Purchaser” and together the “Purchasers”) pursuant to which the Company will
issue, in a private placement pursuant to Section 4(2) of the Securities Act of
1933, as amended and Rule 506 promulgated thereunder, shares of the Company’s common stock, par value
$.001.

     

    WHEREAS, it is a condition precedent to
the obligations of the Purchasers under the Securities Purchase Agreements, as
amended by Amendment No. 1, that the Shareholder enter into and consummate
this Agreement, which will
effectuate the cancellation on or before November 15, 2010 of 3,358,250
preferred shares of the Company (the “Preferred
Shares”) registered in the name of the
Shareholder (the “Subject
Shares”), which represent all of the
Preferred Shares owned, of
record or beneficially, by the Shareholder.  The Shareholder is
entering into this Agreement to, among other things, induce the Company and the
Purchasers to enter into Amendment No. 1 and the Shareholder acknowledges that
the Company and the Purchasers would not consummate
the transactions contemplated by the Securities Purchase Agreement, as amended
by Amendment No., 1, unless the transactions contemplated hereby are effectuated
in accordance herewith.

     

    AGREEMENT

     

    NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     

    1.           
Cancellation of Subject
Shares.  The Shareholder shall deliver to the Company for
cancellation stock certificates representing the Subject Shares along with duly
executed medallion guaranteed stock powers covering the Subject Shares (or such
other documents acceptable to the Company’s transfer agent) on or before
November 15, 2010 and hereby irrevocably instructs the Company and the Company’s
transfer agent to cancel the Subject Shares such that the Subject Shares will no
longer be outstanding on the stock ledger of the Company and such that the
Shareholder shall no longer have any interest in the Subject Shares
whatsoever.  The Company shall immediately deliver to the Company’s
transfer agent irrevocable instructions providing for the cancellation of the
Subject Shares.

     

    2.           
Indemnification. In
the event the Subject Shares have not been cancelled by the Company’s transfer
agent on or before November 15, 2010, the Shareholder will indemnify and hold
each Purchaser harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all the
Subscription Amount, all judgments, amounts paid in settlements, court costs and
reasonable attorneys’ fees and costs of investigation that any such Purchaser
may suffer or incur as a result of or relating to failure of the Shareholder to
instruct that Subject Shares be cancelled.  If any action shall be
brought against any Purchaser in respect of which indemnity may be sought
pursuant to this Agreement, such Purchaser shall promptly notify the Shareholder
in writing, and the Shareholder shall have the right to assume the defense
thereof with counsel of his own choosing.  Any Purchaser 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 except to the extent that (A) the Shareholder has been
specifically informed the employment thereof in writing; (B) the Shareholder 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 Shareholder and the position of such Purchaser.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           
Representations by the
Shareholder.

     

    (a)           
The
Shareholder owns, of record and beneficially, and has good, valid and
indefeasible title to and the right to transfer to Company pursuant to this
Agreement, all of the Subject Shares, free and clear of any and all liens and
encumbrances.  There are no options, rights, voting trusts,
shareholder agreements or any other contracts or understandings to which the
Shareholder is a party or by which Shareholder or the Subject Shares are bound
with respect to the issuance, sale, transfer, voting or registration of the
Subject Shares.

     

    (b)           
The
Shareholder has full right, power and authority to execute, deliver and perform
this Agreement and to carry out the transactions contemplated
hereby.  This Agreement has been duly and validly executed and
delivered by the Shareholder and constitutes a valid, binding obligation of the
Shareholder, enforceable against it in accordance with its terms (except as such
enforceability may be limited by laws affecting creditor's rights
generally).

     

    4.           
Further
Assurances.  Each party to this Agreement will use his or its
best efforts to take all actions and to do all things necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including the execution and delivery of such
other documents and agreements as may be necessary to effectuate the
cancellation of the Subject Shares).

     

    5.           
Amendment and
Waiver.  Any term, covenant, agreement or condition of this
Agreement may be amended, with the written consent of the Company and the
Shareholder, or compliance therewith may be waived (either generally or in a
particular instance and either retroactively or prospectively), by one or more
written instruments signed by the Company and the Shareholder.

     

    6.           
Survival of Agreements,
Representations and Warranties, etc.  All representations and
warranties contained herein shall survive the execution and delivery of this
Agreement. 

     

    7.           
Successors and
Assigns.  This Agreement shall bind and inure to the benefit of
and been enforceable by the Company and the Shareholder, and their respective
successors and permitted assigns.  No party may assign any of its
right under this Agreement without the prior written consent of the other
party.

     

    8.           
Governing
Law.  This Agreement (including the validity thereof and the
rights and obligations of the parties hereunder and thereunder) and all
amendments and supplements hereof and thereof and all waivers and consents
hereunder and thereunder shall be construed in accordance with and governed by
the internal laws of the State of New York without regard to its conflict of
laws rules, except to the extent the laws of Nevada are mandatorily
applicable.

     

    9.           
Miscellaneous.  This
Agreement, together with the Securities Purchase Agreement, as amended, embodies
the entire agreement and understanding between the parties hereto and supersedes
all prior agreements and understandings relating to the subject matter hereof.
In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. This Agreement
may be executed in any number of counterparts and by the parties hereto on
separate counterparts but all such counterparts shall together constitute but
one and the same instrument. This Agreement may be reproduced by any electronic,
photographic, photostatic, magnetic, microfilm, microfiche, microcard, miniature
photographic, facsimile or other similar process and the original thereof may be
destroyed. The parties agree that any such reproduction shall, to the extent
permitted by law, be as admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not the reproduction was made in the regular course of
business) and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence. Facsimile execution and delivery of this
Agreement is legal, valid and binding execution and delivery for all
purposes.

     

    


    [Signature Page Follows]

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    


    IN
WITNESS WHEREOF, the parties hereto have executed this Cancellation Agreement as
of the date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  MAN
      SHING AGRICULTURAL HOLDINGS, INC.

                                
	 	 	 	 
	 
      	 
      	
                                   
      

                                	 
	 
      	
                                  By:

                                	
                                     
      

                                	 
	 
      	
                                  Name:

                                	
                                  Shili
      Liu

                                	 
	 
      	
                                  Title:

                                	
                                  President
      and Chairman

                                	 
	 
      	
                                   
      

                                	 
      	 
	 	 	 	 
	 	 
      	 
	 
      	
                                  Shili
      Liu

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    Agreed to and Acknowledged Solely with


    Respect to Section 2 of this
Agreement:

     

     

    
      
        
          
            	
                      

                  	 
	
                    Yang Shao
    Bin

                  	 
	
                     
      

                  	 
	
                     
      

                  	 
	
                      
    

                  	 
	
                    Liu Ling
    Ling

                  	 


          

        

      

    

     

     

    INTERNATIONAL INVESTMENT


    (HONG KONG) TRADING GROUP 

    COMPANY LIMITED

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        By:

                                                      	   
      	 
	
                                                        Name:
      Liu Dong Xing

                                                      	 
	
                                                        Title:
      Director

                                                      	 
	 	 	 
	 	 	 
	
                                                        SEA
      DRAGON INVESTMENTS 

                                                        LIMITED

                                                      	 
	 	 
	 	 	 
	
                                                        By:

                                                      	  
      	 
	
                                                        Name:
      Wong Yan Kong

                                                      	 
	
                                                        Title:
      Director

                                                      	 
	 	 	 
	 	 	 
	
                                                        HONG
      KONG INVESTMENT GROUP

                                                         LIMITED

                                                      	 
	 	 
	 	 	 
	
                                                        By:

                                                      	  
      	 
	
                                                        Name:
      Cheung Chi Mang

                                                      	 
	
                                                        Title:
      Director

                                                      	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      Man Shing
Cancellation Agreement