Unassociated Document


    

    


    January
28, 2008

    


    Liping
Deng, CEO

    China
Agri-Business, Inc.

    Finance
Plaza, 9th Floor

    Hi-Tech
Road No. 42

    Hi-Tech
Industrial Development Zone

    Xi’An,
Shaanxi

    China

    


    c/o Jeffrey
A. Rinde, Esq.

    Hodgson
Russ LLP

    


    CONFIDENTIAL

    Re:  Business
Advisory Agreement

    


    Dear Mr.
Deng :

    


    This
letter confirms our mutual understanding and agreement (“Agreement”) relating to
the business advisory fees (“Fees”) payable to Legend Merchant Group, Inc.
(“Legend”), China Agri-Business, Inc. (“Company”), a Maryland corporation, for
Legend’s business advisory services rendered in connection with any equity
and/or debt investment, merger, acquisition, partnership, joint venture,
investment, strategic alliance or any other business combination (any such
transaction is referred to herein as a “Transaction”), entered into by the
Company with a business entity and/or individual ( “Entity”) that was introduced
to the Company by Legend.

    


    Legend
hereby agrees to provide such business advisory services to the Company on a
“best efforts, basis for a term (“Term”) of 6 months in accordance with the
terms and conditions of this Agreement.  Legend makes no assurances
that the provision of its business advisory services hereunder will be
beneficial to the Company under any circumstances.

    


    It is
further understood and agreed by the parties hereto that the Company is entering
into this Agreement for the purpose of inducing Legend to provide business
advisory services in connection with the Company’s business interests with
investment banking firms, venture firms, hedge funds, brokerage firms,
investors, financiers, buyers and/or sellers who may participate in a
Transaction with the Company. During the period of the contract Legend will
perform a continuous due diligence process which will include visiting Company
management, and visiting the Company.  While Legend represents and
warrants using its best efforts to provide business advisory services, it is
specifically understood that no assurances can be made as to the benefit to the
Company of such services.  

    
      
         

        NEW YORK
· SAN FRANCISCO
·
FLORIDA

      

      Member
NASD · NFA
· ARCAEx · PCX ·
SPIC

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    

    


    Now,
therefore, in consideration of the mutual promises and covenants made herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties hereto, the parties hereto hereby agree
as follows:

    


    1.  The
Company shall pay to Legend the business advisory Fees related to its business
advisory services upon the Company consummating a Transaction during the Term of
this Agreement or within 18 months after the date of the termination of this
Agreement with an Entity introduced by Legend to the Company during the term of
this Agreement.  The Company acknowledges that during the Term of this
Agreement and the eighteen months that follow, the Company shall have an
affirmative obligation to promptly notify Legend when and if it is formally
negotiating with an Entity, entering into a Letter of Intent with an Entity
and/or consummating a Transaction with an Entity.

    


    2.  Legend
shall be deemed to have introduced the Entity to the Company if (a) the Company
has no prior knowledge of the interest by the Entity in the proposed Transaction
and/or (b) Legend provides an introduction to a representative of such Entity
who is in a position to evaluate the Transaction and whose normal function is to
recommend or commit to such Transactions on behalf of such Entity.

    


    3.  In
the event of any equity and/or debt investment, and although not the primary
basis intended with this Agreement; a merger, acquisition, partnership, joint
venture or other business combination by and between the Company and the Entity,
in which Legend was instrumental in introducing to the Company, the Company
shall pay to Legend the business advisory Fees as set forth in the formula
appended hereto as Schedule
I.  The Fees shall be paid in cash and shall be due and owing
on the date and at the time the Transaction is first consummated.  In
addition to the foregoing Fees, the Company also agrees to issue to Legend a
five-year option (“Option”) sufficient to purchase the number of shares of
common stock of the Company that equal eight percent (8%) of the securities
issued and sold on behalf of the Company in a Transaction and/or to an
Entity.  The exercise price of the Option shall be the per share price
of the securities issued and sold on behalf of the Company in a Transaction
and/or to an Entity.  The Option will participate in all forward and
reverse stock splits and stock dividends or any readjustment to the shares
outstanding.

    


    4.  Legend
agrees that it will use its best efforts to assist the Company with its business
advisory services.  However, Legend is not an agent of the
Company.  Rather, Legend is an independent contractor and business
advisor who is doing business with the Company as exclusive, independent
business advisor.  Both the Company and Legend recognize and
acknowledge that Legend has no authority to execute any agreements on behalf of
the Company.

    
       

      NEW YORK
· SAN FRANCISCO
·
FLORIDA

      Member
NASD · NFA
· ARCAEx · PCX ·
SPIC


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    

    


    5.  If
the Company was aware of an Entity from a source other than Legend prior to the
date that Legend provides an introduction or otherwise makes the Company aware
of the Entity’s interest, the Company must provide Legend with evidence of this
fact within 15 business days.  If the Company does not provide such
evidence within this time period, the Company will be deemed to have expressly
waived any objection it has to paying Legend the business advisory Fees in
accordance with this Agreement.  If, however, the Company does provide
such evidence within the time specified, the Company will have no obligation to
Legend to pay the business advisory Fees with respect to the introduction of
that particular Entity.

    


    6.  In
consideration of such financial advisory services, the Company agrees to pay
Legend Merchant Group, Inc a non-refundable and non-accountable retainer of
$25,000, which shall be payable at the closing and from the gross proceeds of
the initial Transaction.  In addition, as and for additional consideration
and as a material inducement for Legend to enter into this agreement, the
Company agrees to issue to Legend or its designee(s), upon execution and
delivery of this Agreement, an option to purchase 100,000 shares of restricted
common stock of the Company at an exercise price equal to the per share price of
the Common Shares, as defined and determined in accordance with the Term Sheet
dated December 25, 2007 and attached hereto as Exhibit A.  The
common stock will have anti-dilution for stock splits and other similar
transactions.  The foregoing compensation shall be in addition to any other
compensation and reimbursement of expenses described herein.

    


    7.    The
company shall give Legend a right of first refusal to any financing for a period
of one year from the date of this agreement.

     

    8.  Either
party hereto may terminate this Agreement at any time upon 30 days written
notice, without any liability or continuing obligation, except that the
termination of this Agreement shall not affect the business advisory Fees
payable to Legend as provided in paragraph 1 herein.

    


    9.  Any
controversy, dispute or claim between the parties relating to this Agreement
shall be resolved by binding arbitration in accordance with the rules of the
American Arbitration Association.  If either party to this Agreement
shall bring a complaint against the other party for relief, declaratory or
otherwise, arising out of this Agreement, the prevailing party shall be entitled
to recover its legal, accounting and related costs and expenses as may be
determined.

    


    10.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.  This Agreement is the sole and entire agreement
between the parties hereto pertaining to its subject matter and supersedes all
prior oral and written agreements, representations and understandings of the
parties hereto.  No modifications of the Agreement shall be binding
unless agreed to in writing by the parties hereto.  This Agreement
shall be binding on and inure to the benefit of the successors and assigns of
the parties hereto provided that neither this Agreement nor any of Legend's
rights hereunder may be assigned by Legend without the prior written consent of
the Company.

     

    NEW YORK
· SAN FRANCISCO
·
FLORIDA

    Member
NASD · NFA
· ARCAEx · PCX · SPIC

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    

     

    
      Best
regards,


    

    David W.
Unsworth Jr.

    CEO/Chairman

    LEGEND
MERCHANT GROUP, INC

    


    
      
        
          	
                  By:

                	 
      	 
      	
                  Dated:
      January 28, 2008

                
	 
      	
                  David
      W. Unsworth Jr.

                	 
      	 
      
	 
      	
                  CEO

                	 
      	 
      


        

      

    

    


    AGREED
AND ACCEPTED:

    


    China
Agri-Business, Inc.

     

    
      	
              By:

            	/s/
      Liping Deng	 	 
	 
      	 
      	 	 
	
              Liping
      Deng, CEO

            	 	 


    

     

    
      NEW YORK
· SAN FRANCISCO
·
FLORIDA

      Member
NASD · NFA
· ARCAEx · PCX ·
SPIC


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    Schedule
I

    


    


    The
amount of the business advisory Fees that the Company shall pay to Legend in
connection with a Transaction in which the Company was introduced by Legend
shall be determined as follows:

    


    
      	
            	
              ·

            	
              Eight
      percent of the Gross Aggregate Consideration less than $5 million;
      plus

            


    

     

    
      	
            	
              ·

            	
              Six
      percent of the Gross Aggregate Consideration over $5 million to $10
      million; plus

            


    

    


    
      	
            	
              ·

            	
              Four
      percent of the Gross Aggregate Consideration over $10 million to $20
      million; plus

            


    

    


    
      	
            	
              ·

            	
              Two
      percent of the Gross Aggregate Consideration over $20
    million.

            


    

     

    
      NEW YORK
· SAN FRANCISCO
·
FLORIDA

      Member
NASD · NFA
· ARCAEx · PCX ·
SPIC