AMENDMENT
NO. 1 TO

    SECURITIES
PURCHASE AGREEMENT

     

    This
Amendment No. 1 (this “Amendment”), dated as of November 14, 2010, to the
Securities Purchase Agreement (as defined below) is made by and between Man
Shing Agricultural Holdings, Inc., a Nevada corporation (the “Company”) and the
investor identified on the signature page hereto (the “Purchaser”). All
capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Securities Purchase Agreement.

     

    WHEREAS, the Company and the
Purchaser entered into a Securities Purchase Agreement dated as of September 13,
2010 (the “Securities
Purchase Agreement”);

     

    WHEREAS, Shili Liu is the
registered holder of 3,358,250 preferred shares of the Company (the “Shili Liu Preferred
Shares”), which preferred shares represent all of the preferred shares of
the Company owned, of record or beneficially, by Shili Liu;

     

    WHEREAS, pursuant to that
certain Cancellation Agreement dated November 14, 2010 by and between the
Company and Shili Liu (the “Cancellation
Agreement”), Shili Liu has agreed to the cancellation of all of the Shili
Liu Preferred Shares;

     

    WHEREAS, the Company and the
Purchaser wish to amend the Closing Date under the Securities Purchase Agreement
to be seven (7) days following the date that the Shili Liu Preferred Shares are
cancelled by the Company’s transfer agent.

     

    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.           Closing and Deliverables.
Section 2(b)(1) is hereby amended to add the following Section
2(b)(1)(ii):

     

    that
certain Cancellation Agreement, pursuant to which Shili Liu has agreed to the
cancellation of 3,358,250 preferred shares of the Company registered in the name
of Shili Liu, which preferred shares represent all of the preferred shares of
the Company owned, of record or beneficially, by Shili Liu, duly executed by the
Company and Shili Liu.

     

    Section 2(c)(2) is hereby amended and
restated as follows:

     

    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.

            	
              the
      cancellation by the Company’s transfer agent of all of the Shili Liu
      Preferred Shares;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              v.

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

            


    

     

    
      	
               
      

            	
              vi.

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

            


    

     

    
      	
               
      

            	
              vii.

            	
              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), (v), and
    (vi).

            


    

     

    2.           Definitions.  Section
8(c) of the Securities Purchase Agreement is hereby amended and restated as
follows:

     

     “Closing Date” means
the later of seven (7) days following the date that the Shili Liu Preferred
Shares are cancelled by the Company’s transfer agent or such later Trading Day
when this Agreement has been executed and delivered by the applicable parties
thereto, and all conditions precedent to (x) the Purchaser’s obligations to pay
the Subscription Amount have been satisfied or waived and (y) the Company’s
obligations to deliver the Securities have been satisfied or
waived.

     

    3.           Successors and
Assigns.  The 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.

     

    4.           Modification.  This
Amendment 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.

     

    5.           Counterparts. This Amendment
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. Facsimile execution and delivery of this Amendment is legal, valid
and binding execution and delivery for all purposes.

     

    6.           Severability. Each provision
of this Amendment 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.

     

    


     

    [Signature
Page Follows]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

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

     

    


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      MAN
      SHING AGRICULTURAL HOLDINGS, INC.

                                    
	 	 	 	 	 
	 	 	 	 	 
	 
      	 	
                                      By:

                                    	   
      	 
	 
      	 	 
      	
                                      Name:
      Shili Liu

                                    	 
	 
      	 	 
      	
                                      Title:
      Chairman & President

                                    	 
	 
      	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	 
      	 	
                                      Investor

                                    	 
	 
      	 	 
      	 
      	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	 	
                                      By:

                                    	   
      	 
	 
      	 	 
      	
                                      Name:

                                    	 
	 
      	 	 
      	
                                      Title:

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    
      
         

      

      
        3