ESCROW AGREEMENT

                                 Public Offering

                Spencer Edwards, Inc. - Best Efforts Underwriter


         THIS  ESCROW  AGREEMENT  made and  entered  into this ____ day of ____,
2007, by and between CHINA AGRI-BUSINESS,  INC., located at 11 East 86th Street,
New York,  NY 10028  (hereinafter  called  the Issuer or the  Company),  Spencer
Edwards,  Inc., an NASD  Regulation,  Inc.  member broker dealer located at 6041
South Syracuse Way, Suite 305,  Greenwood  Village,  Colorado 80111 (hereinafter
called  Underwriter),  and Wells Fargo Bank,  N.A., c/o Corporate Trust & Escrow
Services, 1740 Broadway, MAC C7300-107, Denver, CO 80274 (hereinafter called the
Escrow Agent).


         WITNESSETH THAT:

         WHEREAS, Issuer proposes to issue, and has engaged Underwriter to offer
and  sell  by  public  offering  (the  "Public   Offering"),   pursuant  to  the
registration  provision of the  Securities  Act of 1933,  as amended (the "Act")
provided by Form SB-2 thereunder, Units consisting of duly authorized $0.001 par
value  Common  Stock of the  Company and  warrants to purchase  $0.001 par value
Common Stock of the Company on a "best efforts"  basis.  Each Unit shall consist
of (i) one  share of $0.001  par value  Common  Stock of the  Company,  (ii) one
warrant to purchase one share of the Company's  $0.001 par value Common Stock at
an exercise price of $1.50 per share (the "$1.50 Unit Warrants"),  and (iii) one
warrant to purchase one share of the Company's  $0.001 par value Common Stock at
an exercise price of $2.00 per share (the "$2.00 Unit Warrants"). The $1.50 Unit
Warrants  shall be  exercisable  for a period  of three  years  from the date of
issuance.  The $2.00 Unit Warrants  shall be  exercisable  only if the holder of
such Warrant has  exercised  and paid to the Company the  exercise  price of the
$1.50 Warrants in full. If they become exercisable, the $2.00 Unit Warrants will
remain  exercisable  for a period of three years from the date of issuance.  The
warrants contain a call provision,  as described in the Registration  Statement,
which  will  require,  upon 30 days  notice  to the  record  holder  of the Unit
Warrants,  that the holder  exercise  the Unit  Warrants or forfeit the right to
exercise  them  at the end of the  30-day  period.  The  maximum  Units  offered
pursuant  to this  offering  is  1,000,000  Units  for a total  sales  price  of
$1,000,000. The minimum Units offered pursuant to this offering is 300,000 Units
for a total sales price of $300,000; and

         Underwriter  has  agreed to use its best  efforts to effect the sale of
such  interests  pursuant  to the  final  Offering  Prospectus  prepared  by the
Company, a copy of which will be incorporated by reference hereto; and

         WHEREAS,  the parties wish to enter into an agreement pursuant to which
the gross proceeds from up to 1,000,000  Units sold in the Public Offering would
be impounded in escrow, which gross proceeds may be released to the Company only
in the event of the sale of the first  300,000  Units  within the time set forth
herein and  otherwise  the  escrowed  gross  proceeds  are to be returned by the
Escrow Agent to the subscribers of the Units; and
<PAGE>


         WHEREAS,  the Issuer,  the  Underwriter  and the Escrow Agent desire to
enter into an agreement with respect to the said escrow of proceeds;

         NOW THEREFORE, in consideration of the premises and agreement set forth
herein, the parties hereto agree as follows;

         1. The  Underwriter  (the  Company's  sales agent) shall deliver to the
Escrow Agent, promptly upon receipt thereof, all proceeds from the sale of up to
1,000,000 Units in the Public Offering at an initial offering price of $1.00 per
Unit (a total of  $1,000,000)  (the "Investor  Funds"),  together with a written
account of each sale,  which  account shall set forth,  among other things,  the
names and addresses of the  purchasers,  the number of Units  purchased by them,
the amount paid therefor,  the date of the sale,  and whether the  consideration
received was in the form of cash or evidenced by a check.


         2. All proceeds  received  from the sale of the  securities  subject to
this  Escrow  Agreement  shall be  promptly  delivered  to the Escrow  Agent for
deposit in a non-interest bearing escrow account. During the term of this Escrow
Agreement,  the Issuer and the  Underwriter  shall cause all checks  received by
them in payment of such  securities to be payable to Wells Fargo Bank,  N.A. for
the  benefit of CHINA  AGRI-BUSINESS,  INC.  Escrow  Account . Funds may also be
directly  delivered by wire to Corporate  Clearing Trust, Wells Fargo Bank, N.A.
via Routing Number 121000248 and the escrow account number.


         In the event that any checks  deposited  in the  Escrow  Account  prove
uncollectible  after the funds  represented  thereby  have been  released by the
Escrow Agent, then the Issuer shall promptly  reimburse the Escrow Agent for any
and all costs  incurred  for such,  upon  request,  and the Escrow  Agent  shall
deliver the returned checks to the Issuer.

         3. The Issuer  and the  Underwriter  shall  furnish  the  Escrow  Agent
simultaneously with each deposit the names, addresses, tax identification number
and respective  amounts paid by each purchaser whose funds comprise the deposit.
The  information  comprising the identity of investors  shall be provided to the
Escrow Agent in the format set forth in the List of Investors,  attached  hereto
as Exhibit B. The Escrow  Agent shall  prepare and deliver to the Issuer and the
Underwriter,  at their  respective  addresses,  a report  upon the close of each
month  commencing  with the date of the Escrow  Agreement,  showing  the account
activity  during the month and the total amount on deposit in the escrow account
at the end of each such period and the names, addresses,  and respective amounts
paid by each purchaser whose funds comprise the month end balance.

         4. The Escrow Agent shall accept said deposits upon the terms set forth
herein and shall treat the funds so deposited  as funds in escrow.  All proceeds
so  deposited  shall  remain the  property of the  subscribers  and shall not be
subject to any liens or charges by the Escrow Agent or  judgments or  creditors'
claims against the Issuer until released to the Issuer as hereinafter  provided.
However,  no  purchasers  shall be entitled to any refund of their  subscription
unless the minimum offering of 300,000 Units or $300,000 is not achieved.

                                      -2-
<PAGE>


         5. The minimum Units offered pursuant to this offering is 300,000 Units
for a total  sales  price of  $300,000.  Gross  proceeds  may be released to the
Company only in the event of the sale of the first 300,000 Units within the time
set forth  herein.  Thereafter,  Funds will be released  from escrow on the last
business day of each week or as otherwise  mutually agreed by the Issuer and the
Underwriter in a writing delivered to the Escrow Agent and paid as follows:  (i)
on the first $300,000,  ninety-two percent (92%) to the Issuer and eight percent
(8%) to the Underwriter;  and (ii) for amounts  thereafter,  eighty-nine percent
(89%)] to the Issuer  and  eleven  percent  (11%) to the  Underwriter,  at their
respective  addresses or by wire or electronic transfer to accounts specified by
the Issuer and Underwriter.  By agreement of the Underwriter and the Issuer, the
Underwriter  may be reimbursed  for costs  advanced on behalf of the Issuer from
escrow proceeds  otherwise  payable to the Issuer  pursuant to the  distribution
schedule above.

         6. The escrow  period shall begin on the date of this Escrow  Agreement
and shall terminate on the earliest of the following  dates:  (1) when the total
amount  deposited in the escrow account  reaches the maximum  offering amount of
$1,000,000,  or (2)  the  termination  date  as  stated  in the  final  offering
Prospectus (the offering  termination date), unless the offering is extended for
such  additional  period,  not to exceed 60 days in all, in accordance  with the
terms of the Offering Prospectus at the sole discretion of the Issuer.

         7. In the event the Escrow  Period  terminates  pursuant to Paragraph 6
before the minimum of 300,000 Units is sold for a total sales price of $300,000,
the Escrow Agent,  as promptly as possible,  but in no event later than five (5)
business  days after such  termination  and on the basis of its  records,  shall
return to each of the  purchasers  of the Units the amounts paid by them for the
purchase of the Units and  collected by the Escrow Agent,  without  interest and
with no deductions.  Each amount paid or payable to each  purchaser  pursuant to
this paragraph  shall be deemed to be the property of each  purchaser,  free and
clear of any or all  claims of the  Issuer or of any of its  creditors,  and the
respective  agreements to purchase the Units made and entered into in the Public
Offering shall thereupon be deemed to be canceled without any further  liability
of said  purchasers  to pay for the Units  purchased.  The Escrow Agent shall be
required to make such payment only to the person named in the written account of
each  sale to be  furnished  by the  Issuer  and  the  Underwriter  pursuant  to
Paragraph 1 and 3 hereof at the address  given in the written  account  provided
thereunder.  With regard to any funds  payable to  purchasers of Units which the
Escrow Agent cannot disburse to said purchasers because the address given in the
written account provided pursuant to Paragraph 1 and 3 hereof is defective,  the
Escrow Agent shall at its option and sole  discretion  either:  (a) deposit said
funds with the Clerk of the United States  District Court for the District Court
of the Escrow Agent's choosing, and interplead the parties hereto, or (b) retain
such funds until a valid  determination  regarding  such  purchaser can be made.
Upon so  depositing  such funds and filing its complaint in  interpleader  under
subparagraph  (a), the Escrow Agent shall be completely  discharged and released
from all further  liability or  responsibility  under the terms  hereof.  If the
Escrow  Agent  elects  to invoke  subparagraph  (a),  the  parties  hereto,  for
themselves,  their heirs, successors and assigns, do hereby submit themselves to
the  jurisdiction of the agent for service of all process in connection with the
proceeding mentioned in this paragraph.

                                      -3-
<PAGE>


         8. The Issuer agrees to pay the Escrow Agent a reasonable  fee attached
hereto as Exhibit A for its services under this Escrow Agreement,  which fee and
other terms and standard  conditions for Escrow Agent's services may be fixed by
a separate  agreement,  but the agreement  herein to pay such reasonable fees is
deemed to be full and valid  consideration  to the Escrow Agent for its services
hereunder;  however,  in the event that the conditions for the  disbursement  of
funds under the Escrow Agreement are not fulfilled,  or the Escrow Agent renders
any material service not contemplated in the Escrow  Agreement,  or there is any
assignment  of interest in the subject  matter of the Escrow  Agreement,  or any
material  modification  hereof, or if any material controversy arises hereunder,
or the Escrow Agent is made a party to any  litigation  pertaining to the Escrow
Agreement,  or the  subject  matter  hereof,  then  the  Escrow  Agent  shall be
reasonably  compensated for such  extraordinary  services and reimbursed for all
costs and expenses, including reasonable attorney fees, occasioned by any delay,
controversy,  litigation or event,  and the same shall be  recoverable  from the
Issuer. No such fee, reimbursement for costs, or indemnification for any damages
incurred by the Escrow Agent shall be paid out of or  chargeable to the funds on
deposit in the escrow account.


         9. The escrow  account shall not earn interest  income.  The balance of
the escrow  account shall be in cash and  uninvested.  No tax reporting  will be
required of the Escrow Agent.


         10.  Until  the  terms of this  Agreement  have  been met and the funds
hereunder  released to the Issuer,  the Issuer may not issue any certificates or
other evidences of securities, except subscription agreements.

         11. The sole duty of the  Escrow  Agent  shall be to  receive  Investor
Funds and hold them subject to release, in accordance  herewith,  and the Escrow
Agent shall be under no duty to determine  whether the Issuer or the Underwriter
is complying with the  requirements  of this Escrow  Agreement,  the Offering or
applicable  law in tendering the Investor  Funds to the Escrow  Agent.  No other
agreement entered into between the parties,  or any of them, shall be considered
as  adopted  or  binding,   in  whole  or  in  part,   upon  the  Escrow   Agent
notwithstanding  that any such  other  agreement  may be  referred  to herein or
deposited with the Escrow Agent or the Escrow Agent may have knowledge  thereof,
and the Escrow Agent's rights and  responsibilities  shall be governed solely by
this  Escrow  Agreement.  The Escrow  Agent shall not be  responsible  for or be
required to enforce any of the terms or conditions of the Public Offering or any
other agreement  between the  Underwriter  and the Issuer.  The Escrow Agent may
conclusively  rely upon and shall be  protected  in acting  upon any  statement,
certificate, notice, request, consent, order or other document believed by it to
be genuine and to have been signed or  presented by the proper party or parties.
The Escrow Agent shall have no duty or  liability to verify any such  statement,
certificate,  notice,  request,  consent,  order or other document, and its sole
responsibility  shall  be to act only as  expressly  set  forth  in this  Escrow
Agreement.  Concurrent with the execution of this Escrow  Agreement,  the Issuer
shall  deliver  to the  Escrow  Agent  an  authorized  signers  C-1 form and the
Underwriter  shall deliver to the Escrow Agent an  authorized  signers C-2 form.
The Escrow Agent shall be under no obligation to institute or defend any action,
suit or  proceeding  in  connection  with this  Escrow  Agreement  unless  first
indemnified to its satisfaction. The Escrow Agent may consult counsel of its own
choice with respect to any question  arising under this Escrow Agreement and the
Escrow  Agent shall not be liable for any action  taken or omitted in good faith
upon advice of such counsel.

                                      -4-
<PAGE>

The Escrow  Agent  shall not be liable for any action  taken or omitted by it in
good  faith  except  to  the  extent  that a  court  of  competent  jurisdiction
determines  that the Escrow Agent's gross  negligence or willful  misconduct was
the primary  cause of loss.  The Escrow  Agent is acting  solely as escrow agent
hereunder and owes no duties, covenants or obligations,  fiduciary or otherwise,
to any other  person by reason of this  Escrow  Agreement,  except as  otherwise
stated herein,  and no implied duties,  covenants or  obligations,  fiduciary or
otherwise, shall be read into this Escrow Agreement against the Escrow Agent. In
the  event  of any  disagreement  between  any of the  parties  to  this  Escrow
Agreement, or between any of them and any other person,  including any Investor,
resulting in adverse claims or demands being made in connection with the matters
covered by this Escrow  Agreement,  or in the event that the Escrow  Agent is in
doubt as to what action it should take  hereunder,  the Escrow Agent may, at its
option, refuse to comply with any claims or demands on it, or refuse to take any
other action  hereunder,  so long as such  disagreement  continues or such doubt
exists, and in any such event, the Escrow Agent shall not be or become liable in
any way or to any person for its failure or refusal to act, and the Escrow Agent
shall be entitled to continue so to refrain  from acting until (i) the rights of
all interested parties shall have been fully and finally  adjudicated by a court
of competent jurisdiction,  or (ii) all differences shall have been adjudged and
all doubt  resolved by agreement  among all of the interested  persons,  and the
Escrow  Agent  shall have been  notified  thereof in writing  signed by all such
persons.  Notwithstanding the foregoing,  the Escrow Agent may in its discretion
obey the order,  judgment,  decree or levy of any court, whether with or without
jurisdiction and the Escrow Agent is hereby authorized in its sole discretion to
comply with and obey any such orders, judgments, decrees or levies. In the event
that any  controversy  should  arise with respect to this Escrow  Agreement  the
Escrow Agent shall have the right,  at its option,  to institute an interpleader
action in any court of competent  jurisdiction  to  determine  the rights of the
parties.  In no event shall the Escrow Agent be liable,  directly or indirectly,
for any  special,  indirect  or  consequential  losses  or  damages  of any kind
whatsoever (including without limitation lost profits), even if the Escrow Agent
has been advised of the  possibility of such losses or damages and regardless of
the form of action.  The parties  agree that the Escrow Agent has no role in the
preparation of the offering  documents,  has not reviewed any such documents and
makes no representations or warranties with respect to the information contained
therein or omitted therefrom. The Escrow Agent shall have no obligation, duty or
liability  with  respect to  compliance  with any  federal or state  securities,
disclosure  or tax laws  concerning  the  offering  documents  or the  issuance,
offering  or sale of the  securities.  The  Escrow  Agent  shall have no duty or
obligation  to  monitor  the  application  and use of the  Investor  Funds  once
transferred to the Issuer,  that being the sole obligation and responsibility of
the Issuer.

         12. The Issuer and Underwriter  jointly and severally  hereby indemnify
and hold harmless the Escrow Agent from and against any and all loss, liability,
cost, damage and expense,  including,  without  limitation,  reasonable  counsel
fees, which the Escrow Agent may suffer or incur by reason of any action,  claim
or proceeding brought against the Escrow Agent arising out of or relating in any
way to the Escrow  Agreement or any  transaction  to which the Escrow  Agreement
relates  unless such action,  claim or  proceeding  is the result of the willful
misconduct of the Escrow Agent.

         13.  Except as  otherwise  provided in the Escrow  Agreement,  no party
hereto shall assign the Escrow Agreement or any rights or obligations  hereunder
without  the prior  written  consent  of the other  parties  hereto and any such
attempted  assignment without such prior written consent shall be void and of no
force and effect.  The Escrow  Agreement shall inure to the benefit of and shall
be binding upon the successors and permitted assigns of the parties hereto.

                                      -5-
<PAGE>

         14. This Escrow Agreement shall be construed,  performed,  and enforced
in accordance with, and governed by, the internal laws of the State of Colorado,
without giving effect to the principles of conflicts of laws thereof.

         15. In the event that any part of this Escrow  Agreement is declared by
any  court  or other  judicial  or  administrative  body to be  null,  void,  or
unenforceable, said provision shall survive to the extent it is not so declared,
and all of the other  provisions of this Escrow  Agreement  shall remain in full
force and effect.

         16. This Escrow  Agreement  may be amended or modified,  and any of the
terms,  covenants,  representations,  warranties,  or  conditions  hereof may be
waived,  only by a written instrument  executed by the parties hereto, or in the
case of a waiver,  by the party waiving  compliance.  Any waiver by any party of
any   condition,   or  of  the  breach  of  any   provision,   term,   covenant,
representation,  or warranty  contained in this Escrow Agreement,  in any one or
more instances, shall not be deemed to be nor construed as further or continuing
waiver of any such  condition,  or of the breach of any other  provision,  term,
covenant, representation, or warranty of this Escrow Agreement.

         17. This Escrow Agreement contains the entire  understanding  among the
parties hereto with respect to the escrow contemplated hereby and supersedes and
replaces all prior and contemporaneous  agreements and  understandings,  oral or
written, with regard to such escrow.

         18. This Escrow  Agreement  may be  executed in  counterparts,  each of
which shall be deemed an original,  but all of which shall  constitute  the same
instrument. Facsimile copies of this Escrow Agreement will be deemed originals.

         19. Escrow Agent may resign upon 30 days advance  written notice to the
parties hereto.  If a successor  Escrow Agent is not appointed within the 30-day
period  following such notice,  Escrow Agent may petition any court of competent
jurisdiction  to name a successor  Escrow Agent or interplead the Investor Funds
with such court, whereupon Escrow Agent's duties hereunder shall terminate.

         The Issuer,  the  Underwriter  and Escrow  Agent have entered into this
Escrow Agreement on the day, month and year above written.

                                 ISSUER:
                                 CHINA AGRI-BUSINESS, INC.

                                 By:      ___________________________
                                          Xiaolong Zhou
                                 Its:     CFO

                                      -6-
<PAGE>


                                 UNDERWRITER:
                                 SPENCER EDWARDS, INC.

                                 By:      __________________________
                                          Gordon Dihle
                                 Its:     President

                                 ESCROW AGENT
                                 Wells Fargo Bank, National Association

                                 By:      __________________________
                                          Tong G. Patten
                                Its:     Vice President


                                      -7-
<PAGE>



                                    Exhibit A

  WELLS
  FARGO
                        Schedule of Fees for Services as
                                Escrow Agent for

                              SPENCER EDWARDS, INC

ACCEPTANCE FEE:                                                       $250.00

         A one-time  charge  covering  review and  negotiation of documents with
         underwriter, issuer and attorneys and account set up.

ESCROW AGENT COUNSEL:                                         NONE ANTICIPATED

         Wells  Fargo  does not  anticipate  using  outside  counsel  to  review
         transaction documents.  This assumes that an opinion of Trustee Counsel
         will not be  required.  Should a legal  opinion  from  the  trustee  be
         required,  Wells Fargo will engage necessary counsel with fees for such
         services billed at cost.

ANNUAL ADMINISTRATION FEE:                                          $1,000.00

         Payable at closing and annually thereafter. Compensates Wells Fargo for
         normal agent administrative duties.

OUT-OF-POCKET EXPENSE:                                                 AT COST

         Wells  Fargo  reserves  the  right  to bill at cost  for  out-of-pocket
         expenses such as express  mail,  wire charges and travel  expenses,  if
         required, incurred in connection with a non-Denver, CO closing.

NOTE:    The  transaction  underlying  this  proposal,  and  all  related  legal
         documentation,  is subject to review and acceptance by Wells Fargo Bank
         in accordance with industry  standards.  Should the actual  transaction
         materially  differ from the assumptions  used herein,  Wells Fargo Bank
         reserves the right to modify this proposal.


THE  ABOVE-REFERENCED  FEES ARE  SUBJECT  TO  UPDATE  ON THE DATE OF THE  ESCROW
AGREEMENT.

                                      -8-
<PAGE>



                                    Exhibit B

                                LIST OF INVESTORS


         Pursuant  to the Escrow  Agreement  dated __ ___,  2007 by and  between
CHINA  AGRI-BUSINESS,  INC.  (hereinafter  called the Issuer),  Spencer Edwards,
Inc.,  an  NASD  Regulation,  Inc.  member  broker  dealer  (hereinafter  called
Underwriter),  and Wells Fargo Bank, National  Association (the "Escrow Agent"),
the Issuer and Underwriter hereby certify that the following Investors have paid
money for the purchase of Units  consisting of (i) one share of $0.001 par value
Common  Stock of the  Company,  (ii) one  warrant to  purchase  one share of the
Company's  $0.001 par value Common Stock at an exercise price of $1.50 per share
(the "$1.50 Unit Warrants"),  and (iii) one warrant to purchase one share of the
Company's  $0.001 par value Common Stock at an exercise price of $2.00 per share
(the "Units"), and the money has been deposited with the Escrow Agent:


1.       Name of Investor
         Address
         Tax Identification Number
         Amount of Units subscribed for
         Amount of money paid and deposited with Escrow Agent

2.       Name of Investor
         Address
         Tax Identification Number
         Amount of money paid and deposited with Escrow Agent



                                      -9-