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                                                                    EXHIBIT 10.1

                                AGRIA CORPORATION

                            2007 SHARE INCENTIVE PLAN

                                   ARTICLE 1

                                     PURPOSE

     The purpose of this 2007 Share Incentive Plan (the "Plan") is to promote
the success and enhance the value of Agria Corporation, a company formed under
the laws of the Cayman Islands (the "Company") by linking the personal interests
of the members of the Board, Employees, and Consultants to those of the Company
shareholders and by providing such individuals with an incentive for outstanding
performance to generate superior returns to the Company shareholders. The Plan
is further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of members of the Board, Employees,
and Consultants upon whose judgment, interest, and special effort the successful
conduct of the Company's operation is largely dependent.

                                   ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

     Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.

     2.1 "Applicable Laws" means the legal requirements relating to the Plan and
the Awards under applicable provisions of the corporate, securities, tax and
other laws, rules, regulations and government orders, and the rules of any
applicable Share exchange or national market system, of any jurisdiction
applicable to Awards granted to residents therein.

     2.2 "Award" means an Option, a Restricted Share award, a Share Appreciation
Right award, a Dividend Equivalents award, a Share Payment award, a Deferred
Share award, or a Restricted Share Unit award granted to a Participant pursuant
to the Plan.

     2.3 "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award, including through electronic medium.

     2.4 "Board" means the Board of Directors of the Company.

     2.5 "Change in Control" means a change in ownership or control of the
Company effected through either of the following transactions:

          (a) the direct or indirect acquisition by any person or related group
of persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3

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of the Exchange Act) of securities possessing more than fifty percent (50%) of
the total combined voting power of the Company's outstanding securities pursuant
to a tender or exchange offer made directly to the Company's shareholders which
a majority of the Incumbent Board (as defined below) who are not affiliates or
associates of the offeror under Rule 12b-2 promulgated under the Exchange Act do
not recommend such shareholders accept, or

          (b) the individuals who, as of the Effective Date, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least fifty
percent (50%) of the Board; provided that if the election, or nomination for
election by the Company's shareholders, of any new member of the Board is
approved by a vote of at least fifty percent (50%) of the Incumbent Board, such
new member of the Board shall be considered as a member of the Incumbent Board.

     2.6 "Code" means the Internal Revenue Code of 1986 of the United States, as
amended.

     2.7 "Committee" means the committee of the Board described in Article 11.

     2.8 "Consultant" means any consultant or adviser if: (a) the consultant or
adviser renders bona fide services to a Service Recipient; (b) the services
rendered by the consultant or adviser are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company's securities; and (c)
the consultant or adviser is a natural person who has contracted directly with
the Service Recipient to render such services.

     2.9 "Corporate Transaction" means any of the following transactions,
provided, however, that the Committee shall determine under (d) and (e) whether
multiple transactions are related, and its determination shall be final, binding
and conclusive:

          (a) an amalgamation, arrangement or consolidation in which the Company
is not the surviving entity, except for a transaction the principal purpose of
which is to change the jurisdiction in which the Company is incorporated;

          (b) the sale, transfer or other disposition of all or substantially
all of the assets of the Company;

          (c) the complete liquidation or dissolution of the Company;

          (d) any reverse takeover or series of related transactions culminating
in a reverse takeover (including, but not limited to, a tender offer followed by
a reverse takeover) in which the Company is the surviving entity but (A) the
Ordinary Shares outstanding immediately prior to such takeover are converted or
exchanged by virtue of the takeover into other property, whether in the form of
securities, cash or otherwise, or (B) in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities are transferred to a person or persons different from
those who held such securities immediately prior to such takeover or the initial
transaction culminating in such takeover, but excluding any such transaction or
series of related transactions that the Committee determines shall not be a
Corporate Transaction; or


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          (e) acquisition in a single or series of related transactions by any
person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Committee determines shall not be a Corporate Transaction.

     2.10 "Deferred Share" means a right to receive a specified number of Shares
during specified time periods pursuant to Article 8.

     2.11 "Disability" means that the Participant qualifies to receive long-term
disability payments under the Service Recipient's long-term disability insurance
program, as it may be amended from time to time, to which the Participant
provides services regardless of whether the Participant is covered by such
policy. If the Service Recipient to which the Participant provides service does
not have a long-term disability plan in place, "Disability" means that a
Participant is unable to carry out the responsibilities and functions of the
position held by the Participant by reason of any medically determinable
physical or mental impairment for a period of not less than ninety (90)
consecutive days. A Participant will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to
satisfy the Committee in its discretion.

     2.12 "Dividend Equivalents" means a right granted to a Participant pursuant
to Article 8 to receive the equivalent value (in cash or Share) of dividends
paid on Share.

     2.13 "Effective Date" shall have the meaning set forth in Section 12.1.

     2.14 "Employee" means any person, including an officer or member of the
Board of the Company, any Parent or Subsidiary of the Company, who is in the
employ of a Service Recipient, subject to the control and direction of the
Service Recipient as to both the work to be performed and the manner and method
of performance. The payment of a director's fee by a Service Recipient shall not
be sufficient to constitute "employment" by the Service Recipient.

     2.15 "Exchange Act" means the Securities Exchange Act of 1934 of the United
States, as amended.

     2.16 "Fair Market Value" means, as of any date, the value of Shares
determined as follows:

          (a) If the Shares are listed on one or more established Share
exchanges or national market systems, including without limitation, The New York
Stock Exchange, The Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Share Market, its Fair Market Value shall be the closing sales price for
such shares (or the closing bid, if no sales were reported) as quoted on the
principal exchange or system on which the Shares are listed (as determined by
the Committee) on the date of determination (or, if no closing sales price or
closing bid was reported on that date, as applicable, on the last trading date
such closing sales price or closing bid was reported), as reported in The Wall
Street Journal or such other source as the Committee deems reliable;


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          (b) If the Shares are regularly quoted on an automated quotation
system (including the OTC Bulletin Board) or by a recognized securities dealer,
its Fair Market Value shall be the closing sales price for such shares as quoted
on such system or by such securities dealer on the date of determination, but if
selling prices are not reported, the Fair Market Value of a Share shall be the
mean between the high bid and low asked prices for the Shares on the date of
determination (or, if no such prices were reported on that date, on the last
date such prices were reported), as reported in The Wall Street Journal or such
other source as the Committee deems reliable; or

          (c) In the absence of an established market for the Shares of the type
described in (i) and (ii), above, the Fair Market Value thereof shall be
determined by the Committee in good faith by reference to the placing price of
the latest private placement of the Shares and the development of the Company's
business operations and the general economic and market conditions since such
latest private placement.

     2.17 "Incentive Share Option" means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

     2.18 "Independent Director" means a member of the Board who is not an
Employee of the Company.

     2.19 "Non-Employee Director" means a member of the Board who qualifies as a
"Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange Act, or
any successor definition adopted by the Board.

     2.20 "Non-Qualified Share Option" means an Option that is not intended to
be an Incentive Share Option.

     2.21 "Option" means a right granted to a Participant pursuant to Article 5
of the Plan to purchase a specified number of Shares at a specified price during
specified time periods. An Option may be either an Incentive Share Option or a
Non-Qualified Share Option.

     2.22 "Participant" means a person who, as a member of the Board, Consultant
or Employee, has been granted an Award pursuant to the Plan.

     2.23 "Parent" means a parent corporation under Section 424(e) of the Code.

     2.24 "Plan" means this Agria Corporation Share Incentive Plan, as it may be
amended from time to time.

     2.25 "PRC" means the People's Republic of China.

     2.26 "Related Entity" means any business, corporation, partnership, limited
liability company or other entity in which the Company, a Parent or Subsidiary
of the Company holds a substantial ownership interest, directly or indirectly
but which is not a Subsidiary and which the Board designates as a Related Entity
for purposes of the Plan.


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     2.27 "Restricted Share" means a Share awarded to a Participant pursuant to
Article 6 that is subject to certain restrictions and may be subject to risk of
forfeiture.

     2.28 "Restricted Share Unit" means an Award granted pursuant to Section
8.6.

     2.29 "Securities Act" means the Securities Act of 1933 of the United
States, as amended.

     2.30 "Service Recipient" means the Company, any Parent or Subsidiary of the
Company and any Related Entity to which a Participant provides services as an
Employee, Consultant or as a Director.

     2.31 "Share" means the ordinary share capital of the Company, par value
$0.001 per share, and such other securities of the Company that may be
substituted for Shares pursuant to Article 10.

     2.32 "Share Appreciation Right" or "SAR" means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a
specified number of Shares on the date the SAR is exercised over the Fair Market
Value on the date the SAR was granted as set forth in the applicable Award
Agreement.

     2.33 "Share Payment" means (a) a payment in the form of Shares, or (b) an
option or other right to purchase Shares, as part of any bonus, deferred
compensation or other arrangement, made in lieu of all or any portion of the
compensation, granted pursuant to Article 8.

     2.34 "Subsidiary" means any corporation or other entity of which a majority
of the outstanding voting shares or voting power is beneficially owned directly
or indirectly by the Company.

     2.35 "Trading Date" means the closing of the first sale to the general
public of the Shares pursuant to a registration statement filed with and
declared effective by the U.S. Securities and Exchange Commission under the
Securities Act.

                                   ARTICLE 3

                           SHARES SUBJECT TO THE PLAN

     3.1 Number of Shares.

          (a) Subject to the provisions of Article 10 and Section 3.1(b), the
maximum aggregate number of Shares which may be issued pursuant to all Awards is
1,500 Shares (the "Initial Pool"), plus an increase of 500 Shares when and if
the Initial Pool has been fully used pursuant to the Awards granted under the
Plan and the Board approves such increase.

          (b) To the extent that an Award terminates, expires, or lapses for any
reason, any Shares subject to the Award shall again be available for the grant
of an Award pursuant to the Plan. To the extent permitted by Applicable Law,
Shares issued in assumption of, or in


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substitution for, any outstanding awards of any entity acquired in any form or
combination by the Company or any Parent or Subsidiary of the Company shall not
be counted against Shares available for grant pursuant to the Plan. Shares
delivered by the Participant or withheld by the Company upon the exercise of any
Award under the Plan, in payment of the exercise price thereof or tax
withholding thereon, may again be optioned, granted or awarded hereunder,
subject to the limitations of Section 3.1(a), If any Restricted Shares are
forfeited by the Participant or repurchased by the Company, such Shares may
again be optioned, granted or awarded hereunder, subject to the limitations of
Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares
may again be optioned, granted or awarded if such action would cause an
Incentive Share Option to fail to qualify as an incentive share option under
Section 422 of the Code.

     3.2 Shares Distributed. Any Shares distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares, treasury or
Shares purchased on the open market. Additionally, in the discretion of the
Committee, American Depository Shares in an amount equal to the number of Shares
which otherwise would be distributed pursuant to an Award may be distributed in
lieu of Shares in settlement of any Award. If the number of Shares represented
by an American Depository Share is other than on a one-to-one basis, the
limitations of Section 3.1 shall be adjusted to reflect the distribution of
American Depository Shares in lieu of Shares.

                                   ARTICLE 4

                          ELIGIBILITY AND PARTICIPATION

     4.1 Eligibility. Persons eligible to participate in this Plan include
Employees, Consultants and all members of the Board, as determined
by the Committee.

     4.2 Participation. Subject to the provisions of the Plan, the Committee
may, from time to time, select from among all eligible individuals, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No individual shall have any right to be granted an Award pursuant to
this Plan.

     4.3 Jurisdictions. In order to assure the viability of Awards granted to
Participants employed in various jurisdictions, the Committee may provide for
such special terms as it may consider necessary or appropriate to accommodate
differences in local law, tax policy, or custom applicable in the jurisdiction
in which the Participant resides or is employed. Moreover, the Committee may
approve such supplements to, or amendments, restatements, or alternative
versions of, the Plan as it may consider necessary or appropriate for such
purposes without thereby affecting the terms of the Plan as in effect for any
other purpose; provided, however, that no such supplements, amendments,
restatements, or alternative versions shall increase the share limitations
contained in Section 3.1 of the Plan. Notwithstanding the foregoing, the
Committee may not take any actions hereunder, and no Awards shall be granted,
that would violate any Applicable Laws.


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                                   ARTICLE 5

                                     OPTIONS

     5.1 General. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

          (a) Exercise Price. The exercise price per Share subject to an Option
shall be determined by the Committee and set forth in the Award Agreement which
may be a fixed or variable price related to the Fair Market Value of the Shares;
provided, however, that no Option may be granted to an individual subject to
taxation in the United States at less than the Fair Market Value on the date of
grant.

          (b) Time and Conditions of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part, including
exercise prior to vesting; provided that the term of any Option granted under
the Plan shall not exceed ten years, except as provided in Section 12.2. The
Committee shall also determine any conditions, if any, that must be satisfied
before all or part of an Option may be exercised. Upon exercise of an Option
pursuant to the terms of this Plan and the related Award Agreement, only Shares
but not any other form of securities or consideration may be issued or given to
a Participant.

          (c) Payment. The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including, without
limitation (i) cash or check denominated in U.S. Dollars, (ii) cash or check in
Chinese Renminbi, (iii) cash or check denominated in any other local currency as
approved by the Committee, (iv) Shares held for such period of time as may be
required by the Committee in order to avoid adverse financial accounting
consequences and having a Fair Market Value on the date of delivery equal to the
aggregate exercise price of the Option or exercised portion thereof, (v) after
the Trading Date the delivery of a notice that the Participant has placed a
market sell order with a broker with respect to Shares then issuable upon
exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; provided that payment of such
proceeds is then made to the Company upon settlement of such sale), and the
methods by which Shares shall be delivered or deemed to be delivered to
Participants (vi) other property acceptable to the Committee with a Fair Market
Value equal to the exercise price, or (vii) any combination of the foregoing.
Notwithstanding any other provision of the Plan to the contrary, no Participant
who is a member of the Board or an "executive officer" of the Company within the
meaning of Section 13(k) of the Exchange Act shall be permitted to pay the
exercise price of an Option in any method which would violate Section 13(k) of
the Exchange Act.

          (d) Evidence of Grant. All Options shall be evidenced by an Award
Agreement between the Company and the Participant. The Award Agreement shall
include such additional provisions as may be specified by the Committee.

     5.2 Incentive Share Options. Incentive Share Options shall be granted only
to Employees of the Company, a Parent or Subsidiary of the Company. Incentive
Share Options may not be granted to Employees of a Related Entity. The terms of
any Incentive Share Options


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granted pursuant to the Plan, in addition to the requirements of Section 5.1,
must comply with the following additional provisions of this Section 5.2:

          (a) Expiration of Option. An Incentive Share Option may not be
exercised to any extent by anyone after the first to occur of the following
events:

                    (i) Ten years from the date it is granted, unless an earlier
time is set in the Award Agreement;

                    (ii) Three months after the Participant's termination of
employment as an Employee; and

                    (iii) One year after the date of the Participant's
termination of employment or service on account of Disability or death. Upon the
Participant's Disability or death, any Incentive Share Options exercisable at
the Participant's Disability or death may be exercised by the Participant's
legal representative or representatives, by the person or persons entitled to do
so pursuant to the Participant's last will and testament, or, if the Participant
fails to make testamentary disposition of such Incentive Share Option or dies
intestate, by the person or persons entitled to receive the Incentive Share
Option pursuant to the applicable laws of descent and distribution.

          (b) Individual Dollar Limitation. The aggregate Fair Market Value
(determined as of the time the Option is granted) of all Shares with respect to
which Incentive Share Options are first exercisable by a Participant in any
calendar year may not exceed $100,000 or such other limitation as imposed by
Section 422(d) of the Code, or any successor provision. To the extent that
Incentive Share Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Share Options.

          (c) Ten Percent Owners. An Incentive Share Option shall be granted to
any individual who, at the date of grant, owns Shares possessing more than ten
percent of the total combined voting power of all classes of shares of the
Company only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

          (d) Transfer Restriction. The Participant shall give the Company
prompt notice of any disposition of Shares acquired by exercise of an Incentive
Share Option within (i) two years from the date of grant of such Incentive Share
Option or (ii) one year after the transfer of such Shares to the Participant.

          (e) Expiration of Incentive Share Options. No Award of an Incentive
Share Option may be made pursuant to this Plan after the tenth anniversary of
the Effective Date.

          (f) Right to Exercise. During a Participant's lifetime, an Incentive
Share Option may be exercised only by the Participant.


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                                   ARTICLE 6

                                RESTRICTED SHARES

     6.1 Grant of Restricted Shares. The Committee is authorized to make Awards
of Restricted Shares to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
All Awards of Restricted Shares shall be evidenced by an Award Agreement.

     6.2 Issuance and Restrictions. Restricted Shares shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Shares or the right to receive dividends on the Restricted Share).
These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter.

     6.3 Forfeiture. Except as otherwise determined by the Committee at the time
of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Shares that are at
that time subject to restrictions shall be forfeited; provided, however, the
Committee may (a) provide in any Restricted Share Award Agreement that
restrictions or forfeiture conditions relating to Restricted Shares will be
waived in whole or in part in the event of terminations resulting from specified
causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Shares.

     6.4 Certificates for Restricted Shares. Restricted Shares granted pursuant
to the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Shares are registered in the name of the
Participant, certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Shares, and
the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.

                                   ARTICLE 7

                            SHARE APPRECIATION RIGHTS

     7.1 Grant of Share Appreciation Rights.

          (a) A Share Appreciation Right may be granted to any Participant
selected by the Committee. A Share Appreciation Right shall be subject to such
terms and conditions not inconsistent with the Plan as the Committee shall
impose and shall be evidenced by an Award Agreement.

          (b) A Share Appreciation Right shall entitle the Participant (or other
person entitled to exercise the Share Appreciation Right pursuant to the Plan)
to exercise all or a specified portion of the Share Appreciation Right (to the
extent then exercisable pursuant to its terms) and to receive from the Company
an amount determined by multiplying the difference obtained by subtracting the
exercise price per share of the Share Appreciation Right from the Fair Market
Value of a Share on the date of exercise of the Share Appreciation Right by the


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number of Shares with respect to which the Share Appreciation Right shall have
been exercised, subject to any limitations the Committee may impose.

     7.2 Payment and Limitations on Exercise.

          (a) Payment of the amounts determined under Section 7.1(b) above shall
be in cash, in Shares (based on its Fair Market Value as of the date the Share
Appreciation Right is exercised) or a combination of both, as determined by the
Committee in the Award Agreement.

          (b) To the extent any payment under Section 7.1(b) is effected in
Shares it shall be made subject to satisfaction of all provisions of Article 5
above pertaining to Options.

                                   ARTICLE 8

                              OTHER TYPES OF AWARDS

     8.1 Dividend Equivalents. Any Participant selected by the Committee may be
granted Dividend Equivalents based on the dividends declared on the Shares that
are subject to any Award, to be credited as of dividend payment dates, during
the period between the date the Award is granted and the date the Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall be converted to cash or additional Shares by such formula and
at such time and subject to such limitations as may be determined by the
Committee.

     8.2 Share Payments. Any Participant selected by the Committee may receive
Share Payments in the manner determined from time to time by the Committee;
provided, that unless otherwise determined by the Committee such Share Payments
shall be made in lieu of base salary, bonus, or other cash compensation
otherwise payable to such Participant. The number of shares shall be determined
by the Committee and may be based upon the Performance Criteria or other
specific criteria determined appropriate by the Committee, determined on the
date such Share Payment is made or on any date thereafter.

     8.3 Deferred Shares. Any Participant selected by the Committee may be
granted an award of Deferred Shares in the manner determined from time to time
by the Committee. The number of shares of Deferred Shares shall be determined by
the Committee and may be linked to such specific criteria determined to be
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. Shares underlying a Deferred
Share award will not be issued until the Deferred Share award has vested,
pursuant to a vesting schedule or criteria set by the Committee. Unless
otherwise provided by the Committee, a Participant awarded Deferred Shares shall
have no rights as a Company shareholder with respect to such Deferred Shares
until such time as the Deferred Share Award has vested and the Shares underlying
the Deferred Share Award has been issued.

     8.4 Restricted Share Units. The Committee is authorized to make Awards of
Restricted Share Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
At the time of grant, the Committee shall specify the date or dates on which the
Restricted Share Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate.


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At the time of grant, the Committee shall specify the maturity date applicable
to each grant of Restricted Share Units which shall be no earlier than the
vesting date or dates of the Award and may be determined at the election of the
grantee. On the maturity date, the Company shall transfer to the Participant one
unrestricted, fully transferable Share for each Restricted Share Unit scheduled
to be paid out on such date and not previously forfeited. The Committee shall
specify the purchase price, if any, to be paid by the grantee to the Company for
such Shares.

     8.5 Term. Except as otherwise provided herein, the term of any Award of
Dividend Equivalents, Share Payments, Deferred Share, or Restricted Share Units
shall be set by the Committee in its discretion.

     8.6 Exercise or Purchase Price. The Committee may establish the exercise or
purchase price, if any, of any Award of Deferred Share, Share Payments or
Restricted Share Units; provided, however, that such price shall not be less
than the par value of a Share, unless otherwise permitted by Applicable Law.

     8.7 Exercise Upon Termination of Employment or Service. An Award of
Dividend Equivalents, Deferred Share, Share Payments, and Restricted Share Units
shall only be exercisable or payable while the Participant is an Employee,
Consultant or a member of the Board, as applicable; provided, however, that the
Committee in its sole and absolute discretion may provide that an Award of
Dividend Equivalents, Share Payments, Deferred Share, or Restricted Share Units
may be exercised or paid subsequent to a termination of employment or service,
as applicable, or following a Change of Control of the Company, or because of
the Participant's retirement, death or Disability, or otherwise.

     8.8 Form of Payment. Payments with respect to any Awards granted under this
Article 8 shall be made in cash, in Shares or a combination of both, as
determined by the Committee.

     8.9 Award Agreement. All Awards under this Article 8 shall be subject to
such additional terms and conditions as determined by the Committee and shall be
evidenced by an Award Agreement.

                                   ARTICLE 9

                         PROVISIONS APPLICABLE TO AWARDS

     9.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may,
in the discretion of the Committee, be granted either alone, in addition to, or
in tandem with, any other Award granted pursuant to the Plan. Awards granted in
addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.

     9.2 Award Agreement. Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include the term of an Award, the provisions applicable in the event
the Participant's employment or service terminates, and the Company's authority
to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an
Award.


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     9.3 Limits on Transfer. No right or interest of a Participant in any Award
may be pledged, encumbered, or hypothecated to or in favor of any party other
than the Company or a Subsidiary, or shall be subject to any lien, obligation,
or liability of such Participant to any other party other than the Company or a
Subsidiary. Except as otherwise provided by the Committee, no Award shall be
assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. The Committee by express provision
in the Award or an amendment thereto may permit an Award (other than an
Incentive Share Option) to be transferred to, exercised by and paid to certain
persons or entities related to the Participant, including but not limited to
members of the Participant's family, charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the
Participant's family and/or charitable institutions, or to such other persons or
entities as may be expressly approved by the Committee, pursuant to such
conditions and procedures as the Committee may establish. Any permitted transfer
shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes (or to a "blind trust" in connection with the Participant's
termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company's lawful issue of
securities.

     9.4 Beneficiaries. Notwithstanding Section 9.3, a Participant may, in the
manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the Participant's
spouse as his or her beneficiary with respect to more than 50% of the
Participant's interest in the Award shall not be effective without the prior
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Committee.

     9.5 Share Certificates. Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any certificates
evidencing shares of Share pursuant to the exercise of any Award, unless and
until the Board has determined, with advice of counsel, that the issuance and
delivery of such certificates is in compliance with all Applicable Laws,
regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the Shares are listed or traded. All Share certificates
delivered pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Shares are listed, quoted, or traded. The
Committee may place legends on any Share certificate to reference restrictions
applicable to the Share. In addition to the terms and conditions provided
herein, the Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems advisable
in


                                       12
<PAGE>

order to comply with any such laws, regulations, or requirements. The Committee
shall have the right to require any Participant to comply with any timing or
other restrictions with respect to the settlement or exercise of any Award,
including a window-period limitation, as may be imposed in the discretion of the
Committee.

     9.6 Paperless Administration. Subject to Applicable Laws, the Committee may
make Awards, provide applicable disclosure and procedures for exercise of Awards
by an internet website or interactive voice response system for the paperless
administration of Awards.

     9.7 Foreign Currency. A Participant may be required to provide evidence
that any currency used to pay the exercise price of any Award was acquired and
taken out of the jurisdiction in which the Participant resides in accordance
with Applicable Laws, including foreign exchange control laws and regulations.
In the event the exercise price for an Award is paid in Chinese Renminbi or
other foreign currency, as permitted by the Committee, the amount payable will
be determined by conversion from U.S. dollars at the official rate promulgated
by the People's Bank of China for Chinese Renminbi, or for jurisdictions other
than the PRC, the exchange rate as selected by the Committee on the date of
exercise.

                                   ARTICLE 10

                          CHANGES IN CAPITAL STRUCTURE

     10.1 Adjustments. In the event of any dividend, share split, combination or
exchange of Shares, amalgamation, arrangement or consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to its shareholders, or any other change affecting the shares of
Shares or the share price of a Share, the Committee shall make such
proportionate and equity adjustments, if any, as the Committee in its discretion
may deem appropriate to reflect such change with respect to (a) the aggregate
number and type of shares that may be issued under the Plan (including, but not
limited to, adjustments of the limitations in Section 3.1); (b) the terms and
conditions of any outstanding Awards (including, without limitation, any
applicable performance targets or criteria with respect thereto); and (c) the
grant or exercise price per share for any outstanding Awards under the Plan.

     10.2 Acceleration upon a Change of Control. Except as may otherwise be
provided in any Award Agreement or any other written agreement entered into by
and between the Company and a Participant, if a Change of Control occurs and a
Participant's Options, Restricted Share or Share Appreciation Rights settled in
Shares are not converted, assumed, or replaced by a successor, such Awards shall
become fully exercisable and all forfeiture restrictions on such Awards shall
lapse. Upon, or in anticipation of, a Change of Control, the Committee may in
its sole discretion provide for (i) any and all Awards outstanding hereunder to
terminate at a specific time in the future and shall give each Participant the
right to exercise such Awards during a period of time as the Committee shall
determine, (ii) either the purchase of any Award for an amount of cash equal to
the amount that could have been attained upon the exercise of such Award or
realization of the Participant's rights had such Award been currently
exercisable or payable or fully vested (and, for the avoidance of doubt, if as
of such date the Committee determines in good faith that no amount would have
been attained upon the exercise of such Award or realization of the Participant'
s rights, then such Award may be terminated by


                                       13
<PAGE>

the Company without payment), (iii) the replacement of such Award with other
rights or property selected by the Committee in its sole discretion the
assumption of or substitution of such Award by the successor or surviving
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of Shares and prices, or (iv) provide for payment of
Awards in cash based on the value of Shares on the date of the Change of Control
plus reasonable interest on the Award through the date such Award would
otherwise be vested or have been paid in accordance with its original terms, if
necessary to comply with Section 409A of the Code.

     10.3 Outstanding Awards - Corporate Transactions. In the event of a
Corporate Transaction, each Award will terminate upon the consummation of the
Corporate Transaction, unless the Award is assumed by the successor entity or
Parent thereof in connection with the Corporate Transaction. . Except as
provided otherwise in an individual Award Agreement, in the event of a Corporate
Transaction and:

          (a) the Award either is (x) assumed by the successor entity or Parent
thereof or replaced with a comparable Award (as determined by the Committee)
with respect to shares of the capital stock of the successor entity or Parent
thereof or (y) replaced with a cash incentive program of the successor entity
which preserves the compensation element of such Award existing at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to such Award, then such Award (if
assumed), the replacement Award (if replaced), or the cash incentive program
automatically shall become fully vested, exercisable and payable and be released
from any restrictions on transfer (other than transfer restrictions applicable
to Options) and repurchase or forfeiture rights, immediately upon termination of
the Participant's employment or service with all Service Recipient within twelve
(12) months of the Corporate Transaction without cause; and

          (b) For each Award that is neither assumed nor replaced, such portion
of the Award shall automatically become fully vested and exercisable and be
released from any repurchase or forfeiture rights (other than repurchase rights
exercisable at Fair Market Value) for all of the Shares at the time represented
by such portion of the Award, immediately prior to the specified effective date
of such Corporate Transaction, provided that the Participant remains an
Employee, Consultant or Director on the effective date of the Corporate
Transaction.

     10.4 Outstanding Awards - Other Changes. In the event of any other change
in the capitalization of the Company or corporate change other than those
specifically referred to in this Article 10, the Committee may, in its absolute
discretion, make such adjustments in the number and class of shares subject to
Awards outstanding on the date on which such change occurs and in the per share
grant or exercise price of each Award as the Committee may consider appropriate
to prevent dilution or enlargement of rights.

     10.5 No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of Shares of any class, the payment of any dividend, any increase or decrease in
the number of shares of any class or any dissolution, liquidation, merger, or
consolidation of the Company or any other corporation. Except as expressly
provided in the Plan or pursuant to action of the Committee under the Plan, no
issuance by the Company of shares of any class, or securities convertible into
shares of any


                                       14
<PAGE>

class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares subject to an Award or the grant or exercise
price of any Award.

                                   ARTICLE 11

                                 ADMINISTRATION

     11.1 Committee. The Plan shall be administered by the Compensation
Committee of the Board; provided, however that the Compensation Committee may
delegate to a committee of one or more members of the Board the authority to
grant or amend Awards to Participants other than Independent Directors and
executive officers of the Company (such committee being the "Committee"). The
Committee shall consist of at least two individuals, each of whom qualifies as a
Non-Employee Director. Reference to the Committee shall refer to the Board if
the Compensation Committee does not yet exist or ceases to exist and the Board
does not appoint a successor Committee. Notwithstanding the foregoing, the full
Board, acting by majority of its members in office shall conduct the general
administration of the Plan if required by Applicable Law, if the Board has not
established a Compensation Committee and with respect to Awards granted to
Independent Directors and for purposes of such Awards the term "Committee" as
used in the Plan shall be deemed to refer to the Board.

     11.2 Action by the Committee. A majority of the Committee shall constitute
a quorum. The acts of a majority of the members present at any meeting at which
a quorum is present, and acts approved in writing by a majority of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee. Each member of
the Committee is entitled to, in good faith, rely or act upon any report or
other information furnished to that member by any officer or other employee of
the Company or any Subsidiary, the Company's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.

     11.3 Authority of Committee. Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:

          (a) Designate Participants to receive Awards;

          (b) Determine the type or types of Awards to be granted to each
Participant;

          (c) Determine the number of Awards to be granted and the number of
Shares to which an Award will relate;

          (d) Determine the terms and conditions of any Award granted pursuant
to the Plan, including, but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such
considerations as the Committee in its sole discretion determines;

          (e) Determine whether, to what extent, and pursuant to what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Shares, other


                                       15
<PAGE>

Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;

          (f) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;

          (g) Decide all other matters that must be determined in connection
with an Award;

          (h) Establish, adopt, or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan;

          (i) Interpret the terms of, and any matter arising pursuant to, the
Plan or any Award Agreement; and

          (j) Make all other decisions and determinations that may be required
pursuant to the Plan or as the Committee deems necessary or advisable to
administer the Plan.

     11.4 Decisions Binding. The Committee's interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                   ARTICLE 12

                          EFFECTIVE AND EXPIRATION DATE

     12.1 Effective Date. The Plan is effective as of the date the Plan is
approved by the Company's shareholders (the "Effective Date"). The Plan will be
deemed to be approved by the shareholders if it receives the affirmative vote of
the holders of a majority of the share capital of the Company present or
represented and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Company's Memorandum of Association and Articles of
Association.

     12.2 Expiration Date. The Plan will expire on, and no Award may be granted
pursuant to the Plan after, the tenth anniversary of the Effective Date. Any
Awards that are outstanding on the tenth anniversary of the Effective Date shall
remain in force according to the terms of the Plan and the applicable Award
Agreement.

                                   ARTICLE 13

                    AMENDMENT, MODIFICATION, AND TERMINATION

     13.1 Amendment, Modification, And Termination. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend or
modify the Plan; provided, however, that (a) to the extent necessary and
desirable to comply with any applicable law, regulation, or stock exchange rule,
the Company shall obtain shareholder approval of any Plan amendment in such a
manner and to such a degree as required, and (b) shareholder approval is
required for any amendment to the Plan that (i) increases the number of Shares
available under the Plan (other than any adjustment as provided by Article 10),
(ii) permits the Committee to


                                       16
<PAGE>

grant Options with an exercise price that is below Fair Market Value on the date
of grant, (iii) permits the Committee to extend the exercise period for an
Option beyond ten years from the date of grant, or (iv) results in a material
increase in benefits or a change in eligibility requirements.

     13.2 Awards Previously Granted. Except with respect to amendments made
pursuant to Section 13.1, no termination, amendment, or modification of the Plan
shall adversely affect in any material way any Award previously granted pursuant
to the Plan without the prior written consent of the Participant.

                                   ARTICLE 14

                               GENERAL PROVISIONS

     14.1 No Rights to Awards. No Participant, employee, or other person shall
have any claim to be granted any Award pursuant to the Plan, and neither the
Company nor the Committee is obligated to treat Participants, employees, and
other persons uniformly.

     14.2 No Shareholders Rights. No Award gives the Participant any of the
rights of a Shareholder of the Company unless and until Shares are in fact
issued to such person in connection with such Award.

     14.3 Taxes. No Shares shall be delivered under the Plan to any Participant
until such Participant has made arrangements acceptable to the Committee for the
satisfaction of any income and employment tax withholding obligations under
Applicable Laws. The Company or any Subsidiary shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy federal, state, local and foreign taxes
(including the Participant's payroll tax obligations) required by law to be
withheld with respect to any taxable event concerning a Participant arising as a
result of this Plan. The Committee may in its discretion and in satisfaction of
the foregoing requirement allow a Participant to elect to have the Company
withhold Shares otherwise issuable under an Award (or allow the return of
Shares) having a Fair Market Value equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of Shares which may
be withheld with respect to the issuance, vesting, exercise or payment of any
Award (or which may be repurchased from the Participant of such Award after such
Shares were acquired by the Participant from the Company) in order to satisfy
the Participant's federal, state, local and foreign income and payroll tax
liabilities with respect to the issuance, vesting, exercise or payment of the
Award shall, unless specifically approved by the Committee, be limited to the
number of Shares which have a Fair Market Value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income
tax and payroll tax purposes that are applicable to such supplemental taxable
income.

     14.4 No Right to Employment or Services. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Service
Recipient to terminate any Participant's employment or services at any time, nor
confer upon any Participant any right to continue in the employ or service of
any Service Recipient.


                                       17
<PAGE>

     14.5 Unfunded Status of Awards. The Plan is intended to be an "unfunded"
plan for incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.

     14.6 Indemnification. To the extent allowable pursuant to applicable law,
each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by him
or her in satisfaction of judgment in such action, suit, or proceeding against
him or her; provided he or she gives the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled pursuant to the Company's Memorandum of Association and Articles
of Association,, as a matter of law, or otherwise, or any power that the Company
may have to indemnify them or hold them harmless.

     14.7 Relationship to other Benefits. No payment pursuant to the Plan shall
be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.

     14.8 Expenses. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries.

     14.9 Titles and Headings. The titles and headings of the Sections in the
Plan are for convenience of reference only and, in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

     14.10 Fractional Shares. No fractional shares of Share shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up or down as appropriate.

     14.11 Government and Other Regulations. The obligation of the Company to
make payment of awards in Share or otherwise shall be subject to all Applicable
Laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register any of the
Shares paid pursuant to the Plan under the Securities Act or any other similar
law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may
in certain circumstances be exempt from registration pursuant to the Securities
Actor other Applicable Laws the Company may restrict the transfer of such shares
in such manner as it deems advisable to ensure the availability of any such
exemption.

     14.12 Governing Law. The Plan and all Award Agreements shall be construed
in


                                       18
<PAGE>

accordance with and governed by the laws of the Cayman Islands.

     14.13 Section 409A. To the extent that the Committee determines that any
Award granted under the Plan is or may become subject to Section 409A of the
Code, the Award Agreement evidencing such Award shall incorporate the terms and
conditions required by Section 409A of the Code. To the extent applicable, the
Plan and the Award Agreements shall be interpreted in accordance with Section
409A of the Code and the U.S. Department of Treasury regulations and other
interpretative guidance issued thereunder, including without limitation any such
regulation r or other guidance that may be issued after the Effective Date.
Notwithstanding any provision of the Plan to the contrary, in the event that
following the Effective Date the Committee determines that any Award may be
subject to Section 409A of the Code and related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the
Effective Date), the Committee may adopt such amendments to the Plan and the
applicable Award agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, that the Committee determines is necessary or appropriate to (a) exempt
the Award from Section 409A of the Code and /or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (b) comply with
the requirements of Section 409A of the Code and related U.S. Department of
Treasury guidance.

     14.14 Appendices. The Committee may approve such supplements, amendments or
appendices to the Plan as it may consider necessary or appropriate for purposes
of compliance with applicable laws or otherwise and such supplements, amendments
or appendices shall be considered a part of the Plan; provided, however, that no
such supplements shall increase the share limitations contained in Sections 3.1
and 3.3 of the Plan.

                                    * * * * *

     I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of Agria Corporation on _______________, 2007.

                                    * * * * *

     I hereby certify that the foregoing Plan was approved by the shareholders
of Agria Corporation on _______________, 2007.

     Executed on ________________, 2007.


                                        ----------------------------------------
                                        Corporate Secretary


                                       19