0001144204-08-056030 Sample Contracts

CHINA AGRI-BUSINESS INC. FORM OF SERIES C COMMON STOCK PURCHASE WARRANT
Warrant Agreement • October 3rd, 2008 • China Agri-Business, Inc. • Agricultural chemicals • New York

This Warrant is being issued pursuant to the Private Placement Memorandum, dated September 8, 2008 (the “PPM”), among the Company and the initial holders of the Company Warrants (as defined below). Capitalized terms used herein have the respective meanings ascribed thereto in the PPM unless otherwise defined herein.

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CHINA AGRI-BUSINESS, INC. FORM OF 3% CONVERTIBLE NOTE
Convertible Note • October 3rd, 2008 • China Agri-Business, Inc. • Agricultural chemicals • New York

This Note has been entered into pursuant to the terms of a Private Placement Memorandum among the Company and the initial holders of the Company Notes (as defined below), dated September 8, 2008 (the “PPM”), and shall be governed by the terms of such PPM. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the PPM.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2008 • China Agri-Business, Inc. • Agricultural chemicals • New York

This Agreement is made pursuant to the Private Placement Memorandum, dated as of September 8, 2008, between the Company and each Purchaser (the “PPM”).

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