0001144204-09-032788 Sample Contracts

PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • June 16th, 2009 • China Agri-Business, Inc. • Agricultural chemicals

The undersigned, China Agri-Business, Inc. hereby agrees with Legend Merchant Group, Inc. ("Legend" or "Placement Agent") as follows:

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Liping Deng, CEO China Agri-Business, Inc. Finance Plaza, 9th Floor Hi-Tech Road No. 42 Hi-Tech Industrial Development Zone Xi’An, Shaanxi China c/o Jeffrey A. Rinde, Esq. Hodgson Russ LLP CONFIDENTIAL Re: Business Advisory Agreement Dear Mr. Deng :
Business Advisory Agreement • June 16th, 2009 • China Agri-Business, Inc. • Agricultural chemicals

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

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