Exhibit
10.1

       

     

    AMENDMENT
TO SUPPLEMENTAL SHARE PURCHASE AGREEMENT

     

    This Amendment, dated May 15, 2009
(this “Amendment”), to the Supplemental Share Purchase Agreement, dated February
12, 2009 (the “Supplemental Share Purchase Agreement”), by and among Yinlong
Industrial Co. Ltd. (the “Seller”), China Tailong Holdings Company Limited (the
“Buyer”), Pacific Dragon Fertilizers Co. Ltd. (the “Company”), China Agritech,
Inc. (“China Agritech”), Yu Chang and Xiao Rong Teng (the
“Shareholders”).

     

    RECITALS

     

    WHEREAS,
in connection with the acquisition of the remaining 10% equity interest in the
Company by the Seller from the Buyer pursuant to the Supplemental Share Purchase
Agreement, all of the undersigned have reached a mutual agreement to amend the
Supplemental Share Purchase Agreement to have China Agritech, the parent company
of the Buyer, issue an aggregate of 3,490,000 shares (the “Shares”) of its
common stock, par value $0.001 per share (the “Common Stock”) to the Seller in
lieu of the Buyer issuing a non-interest bearing promissory note to the Seller
in the aggregate principal amount equal to $6,980,000 (the “Loan”);

     

    NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

     

    1.    Sections 1.1
and 1.2 of the Supplemental Share Purchase Agreement shall be deleted in its
entirety and replaced by the following:

     

          “Section 1.1  Form of
Payment.  China Agritech shall issue 3,490,000 shares of its
common stock, par value $0.001 per share (the “Common Stock”), to the Seller on
the Closing Date.  This consideration shall be in addition to any
payment made between the Parties in the Chinese Agreement.

     

    2.           Article
IV-A shall be added after Article IV and before Article V as
follows:

     

    “ARTICLE IV-A

     

    Representations
and Warranties of Seller

     

    Seller represents and warrants to Buyer
and China Agritech as set forth in this Article IV-A.

     

    (a)           The
Seller is (i) either  an “accredited investor,” as that term is
defined in Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), or is a “non-U.S.Person,” as that term in defined in
Regulation S under the Securities Act; (ii) has such knowledge, skill and
experience in business and financial matters, based on actual participation, and
is capable of evaluating the merits and risks of an investment in China Agritech
and the suitability thereof as an investment for the Seller; (iii) has received
such documents and information as it has requested and has had an opportunity to
ask questions of representatives of China Agritech concerning the terms and
conditions of the investment proposed herein, and such questions were answered
to the satisfaction of the Seller; and (iv) is in a financial position to hold
the Shares for an indefinite time and is able to bear the economic risk and
withstand a complete loss of its investment in China Agritech.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           The
Seller is not required to be registered as a broker-dealer under Section 15 of
the Exchange Act and such Seller is not a broker-dealer.

     

    (c)           The
Seller is acquiring the Shares for investment for its own account and not with a
view to, or for resale in connection with, any distribution
thereof.

     

    (d)           The
Seller understands that the Shares have not been registered under applicable
state or federal securities laws, and is acquiring the Shares pursuant to an
exemption from the registration requirements of the Securities
Act.  The Seller further understands that China Agritech has no
obligation to register the Shares under the Securities Act at any
time.

     

    (e)           The
Seller understands that the Shares must be held indefinitely unless such Shares
are registered under the Securities Act or an exemption from registration is
available. The Seller acknowledges that it is familiar with Rule 144 of the
rules and regulations, as amended, of the Securities and Exchange Commission,
promulgated pursuant to the Securities Act (“Rule
144”).

     

    (f) The
Seller understands that the Shares are being offered and sold in reliance on a
transactional exemption from the registration requirement of federal and state
securities laws and China Agritech is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of
the Seller set forth herein in order to determine the applicability of such
exemptions and the suitability of the Seller to acquire the Shares.

     

    (g) The Seller understands that the
stock certificates evidencing the Shares shall be stamped or otherwise imprinted
with a legend substantially in the following form (in addition to any legend
required by applicable state securities or “blue sky” laws:

     

    “THESE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”

     

    3.      
The introductory paragraph of the Supplemental Share Purchase Agreement shall be
amended to include Article 4 as an article the Shareholders are signatory to as
follows:

     

    After “for purposes of Articles 3,” and
before “6 and 8 only, Yu Chang, individual residing in the PRC (“Mr.
Chang”) and Xiao Rong Teng, an individual residing in the PRC (“Ms. Teng”)
and together with Mr. Chang the “Shareholders”),
the number “4,” shall be added.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                4.

              	
                In
      the Table of Contents,

              


      

       

      “Article I  The
Transaction

       

      1.1  Payment
of Consideration under this Agreement

       

      1.2  Form of
Payment”

       

      shall be
replaced with the following:

       

      “Article I  The
Transaction

       

      1.1  Form of
Payment”

       

      
        	
                 
      

              	
                5.

              	
                In
      the Table of Contents, the following shall be added before “Article
      V  Representations and Warranties of the
  Buyer”:

              


      

       

      “Article IV-A Representations and
Warranties of Seller”

       

      
        	
                 
      

              	
                6.

              	
                In
      Section 2.1, “K&L Gates LLP” shall be replaced with “Loeb & Loeb
      LLP”.

              


      

       

      
        	
                 
      

              	
                7.

              	
                Section
      2.2(b) shall be deleted in its entirety and replaced with the
      following:

              


      

       

      “Issuance of Common Stock by China
Agritech.  China Agritech shall issue
3,490,000    shares of its Common Stock to the
Seller.”

       

      
        	
                 
      

              	
                8.

              	
                Section
      7.1 shall be deleted in its entirety and replaced with the
      following:

              


      

       

      ““Other Agreement” means any
other agreement or document contemplated by this Agreement to be executed and
delivered in connection with the transactions contemplated by this Agreement,
including, without limitation, the Chinese Agreement.”

       

      
        	
                 
      

              	
                9.

              	
                Section
      8.2 shall be deleted in its entirety and be replaced with the
      following:

              


      

       

      “8.2 Notices.  All
notices given or made in connection with this Agreement shall be in
writing.  Delivery of written notices shall be
effective:  (i) on the second business day after the date of
mailing, if delivered by registered or certified mail, postage prepaid,
(ii) upon delivery, if sent by hand delivery, (iii) upon delivery, if
sent by prepaid courier, with a record of receipt, or (iv) on the next day
after the date of dispatch, if sent by cable, telegram, facsimile or
telecopy.  All deliveries shall be made to the following
addresses:

       

      If to
Buyer or China Agritech, to:

      


      China
Agritech, Inc.

      Room 3F
No. 11 Building

      Zhonghong
International Business Garden

      Future
Business Center

      Chaoyang
North Road, Chaoyang District

      Beijing,
China 100024

      Fax:  (86)10-59621228

      Attn:  Yu
Chang

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      with a
required copy to:

      


      Loeb
& Loeb LLP

      345 Park
Avenue

      New York,
NY  10154

      Fax:  (212)
504-3013

      Attn:  Mitchell
S. Nussbaum, Esq.

       

      If to
Seller or the Shareholders, to:

      


      Yinlong
Industrial Co. Ltd.

      No 143 of
Ge Xin Street,

      Nan Gang
District,

      Harbin,
China

      Fax:  (86)
451 87965936

      Attn:  Xiao
Rong Teng

       

      with a
required copy to:

      


      Yu
Chang

      No 143 of
Ge Xin Street,

      Nan Gang
District,

      Harbin,
China

      Fax:  (86)
451 87965936

      


      with a
required copy to:

      


      Xiao Rong
Teng

      No 143 of
Ge Xin Street,

      Nan Gang
District,

      Harbin,
China

      Fax:  (86)
451 87965936

       

      Notices
to the Company shall be addressed in care of Seller before the Closing and in
care of Buyer after the Closing.  Any party may change the address to
which notice (or copies) to it shall be addressed by giving notice of that
change to the other parties in accordance with this Section.”

      
         

        
          	
                   
      

                	
                  10.

                	
                  Under
      “Schedules and
      Exhibits”, “Promissory Note” shall be deleted and shall be replaced
      with “[Reserved.]”.

                


        

         

        
          	
                   
      

                	
                  11.

                	
                  

                    Under
      “Exhibit A”,
      “Promissory Note” shall be
      deleted and replaced with
“[Reserved.]”.

                  

                


        

         

      

      
        	
                7.

              	
                Miscellaneous

              


      

       

      a.      Entire
Agreement.  This Amendment contains the entire understanding
and agreement of the parties with respect to the matters covered hereby and,
supersedes all prior agreements, memorandums of cooperation or understanding
with respect to the subject matter of this Amendment.

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    b.      Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    c.      No Third Party
Beneficiaries. This Amendment is intended for the benefit of the parties
hereto and their respective permitted successors and assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other
person.

     

    d.      Governing
Law.  This Amendment and the rights and obligation of the
parties hereunder shall be construed in accordance with and governed by the law
of the State of New York, without regard to conflict of relevant laws
principles.

     

    e.      Counterparts.  This
Amendment may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

     

    
      
        	 	
                Yinlong
      Industrial Co. Ltd.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ Yu
      Chang	 
	 	 	Name:
      Yu
      Chang 	 
	 	 	Title:  
      Director 	 


      

    

     

     

    
      
        
          	 	
                  China
      Tailong Holdings Company Limited

                	 
	 	 	 	 
	
                	
                  By:
      

                	/s/ Yu
      Chang	 
	 	 	Name:
      Yu
      Chang 	 
	 	 	Title:  
      Director 	 


        

      

       

    

    
       

      
        
          	 	
                  Pacific
      Dragon Fertilizer Co. Ltd.

                	 
	 	 	 	 
	
                	
                  By:
      

                	/s/ Yu
      Chang	 
	 	 	Name:
      Yu
      Chang 	 
	 	 	Title:  
      Director 	 


        

      

       

       

    

    
      
        
          	 	
                  China
      Agritech, Inc.

                	 
	 	 	 	 
	
                	
                  By:
      

                	/s/ Yu
      Chang	 
	 	 	Name:
      Yu
      Chang 	 
	 	 	Title:  
      Director 	 


        

      

       

    

     

    For
purposes of Articles 3, 4, 6 and 8 only:

     

    
       

      
        
          	
                	
                  By:
      

                	/s/ Yu
      Chang             
    	 
	 	 	

                  Yu
      Chang

                	 


        

      

    

    


    
       

      
        
          	
                	
                  By:
      

                	/s/ Xiao
      Rong
      Teng               
    	 
	 	 	

                  Xiao
      Rong Teng

                	 


        

      

    

    


    
      
        
        

      

      
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