Unassociated Document


    China
Agri-Business, Inc.

     

    Finance
Plaza, 9th Floor,
Hi-Tech Road No. 42

     

    Hi-Tech
Industrial Development Zone, Xi-An, China 710068

     

     

    
      
        	 
      	
                August 12, 2009

              


      

    

     

     

    Re:
Registration Rights Agreement Dated September 29, 2008

     

     

    Reference
is made to that certain Registration Rights Agreement, dated as of September 29,
2008 (the “Agreement”), by and
among China Agri-Business, Inc. (the “Company”) and the
investors named therein (as identified by their signatures below) (the “Investors”)
and  that certain letter agreement dated June 12, 2009 agreed and
accepted by the Investors.  Capitalized terms used herein but not
otherwise defined in this letter shall have the respective meanings set forth in
the Agreement.

     

    The Company and the Investors agree as
follows:

     

    
      	
               
      

            	
              1.

            	
              The
      Company shall be obligated to make the payments to the Investors required
      by Section 2(b) of the Agreement if, and only if, the Registration
      Statement is not declared effective by the SEC by 5:30 p.m. Eastern time
      on September 30, 2009 (the “Extended
      Deadline”).  In the event that the Registration Statement
      is declared effective by the Extended Deadline, then the Investors waive
      any and all claims to any payments pursuant to such Section 2(b) of the
      Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Investors and the Company want to clarify that it was the intention of the
      parties to the Agreement that any liquidated damages required to be paid
      by the Company under the Agreement are payable only to the holders of the
      Notes and not to the holders of the Warrants.   The holders
      of the Warrants and/or Warrant Shares are not entitled to any liquidated
      damages under the Agreement.

            


    

     

    All other
terms of the Agreement, including without limitation Section 2(c) of the
Agreement, shall continue in full force and effect.  This letter
agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement.  This letter
agreement shall be governed by and construed in accordance with the laws of the
state of New York.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Agreed
and Accepted as of the date written above:

     

    
      
        	CHINA
      AGRI-BUSINESS, INC.	 	 	 
	 	 	 	 	 	 
	By:	/s/ Xiaolong Zhou	 	 	
              	 
	Name: 
      	Xiaolong Zhou	 	 	
              	 
	Title:	Chief Financial
      Officer	 	 	
              	 


      

    

     

     

    
       

      
        
          	JAG MULTI-INVESTMENTS,
      LLC	 	 	 
	 	 	 	 	 	 
	By:	/s/Alexander M. Goren	 	 	
                	 
	Name: 
      	Alexander M.
      Goren	 	 	
                	 
	Title:	Managing
      Member	 	 	
                	 


        

      

    

     

     

    
       

      
        
          	Keith Guenther	 	 	 
	                                                                                                             
      	 	 	 	 
	/s/Keith Guenther     
      	 	 	
                	 

                                                                           

      

    

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [Signature
page to Reg. Rights Letter Agreement – August 2009]