CHINA AGRI-BUSINESS, INC. FORM OF 3% CONVERTIBLE NOTE

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO CHINA AGRI-BUSINESS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

No. _____

Issue Date: _____, 2008

FOR VALUE RECEIVED, CHINA AGRI-BUSINESS, INC., a Maryland corporation (the “ Company ”), hereby promises to pay to the order of _______________________, or its assigns (the “ Holder ”), without demand, the sum of Twenty Five Thousand Dollars ($25,000), with simple interest accruing at the rate described below.

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.

1.1   Payments . Interest payable on this Note shall accrue from the Issue Date indicated above at a rate per annum (the “ Interest Rate ”) equal to three percent (3%), subject to adjustment pursuant to Section 1.2 (the “ Interest ”). Interest shall be compounded annually, and shall be payable on each anniversary of the Issue Date. Interest shall be computed for actual days elapsed on the basis of a 360 day year consisting of twelve 30-day months. The principal of this Note (the “Principal”) and accrued but unpaid Interest thereon shall unless earlier converted be payable in full on the date that shall be twenty-four (24) months after the Closing Date (the “ Maturity Date ”). The Company shall have the right, in lieu of cash payment, to pay Interest in shares of Common Stock (as defined below), or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof, subject to approval by the Holder.

Upon any conversion in part by the Holder in accordance with Article II, the Holder and the Company shall in good faith recalculate the outstanding principal balance and the Interest payable with respect to the converted portion. Upon any full conversion by the Holder in accordance with Article II, all of the payments of Principal due hereunder shall terminate and no further Interest shall accrue. All payments in respect of the Principal shall be made in cash in U.S. dollars and in immediately available funds, and payments shall be applied first to Principal and then to charges and expenses owing under or in connection with this Note.

1.2   Default Interest . Any amount of Interest on this Note which is not paid when due shall bear interest at the rate of fifteen percent (15%) per annum from the due date thereof until the same is paid. Any amount of Principal on this Note which is not paid when due shall bear interest at the rate of eight percent (8%) per annum from the due date thereof until the same is paid. Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.

1.3   Conversion Rights . The conversion rights set forth in Article II shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default (as defined below). The Note shall be payable in full on the Maturity Date, except to the extent previously converted into common stock of the Company (the “ Common Stock ”) in accordance with Article II hereof.

1.4   Prepayment Option . The Company may prepay in cash all or any portion of the outstanding principal amount of this Note upon thirty (30) days prior written notice to the Holder at a price equal to one hundred ten percent (110%) of the outstanding principal amount of this Note. The Holder shall have the right to convert any outstanding principal in accordance with Article II hereof during such thirty day notice period.         

The Holder shall have the right to convert the Principal and accrued and unpaid Interest due under this Note into shares of the Company’s Common Stock, as set forth below.

2.1   Conversion into the Company’s Common Stock .

(a)   The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note (the date of such conversion being a “ Conversion Date ”) into fully paid and non-assessable shares of Common Stock as such stock exists on the date of issuance of this Note (the “ Conversion Shares ”), or any shares of capital stock of the Company into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof (the “ Conversion Price ”), determined as provided herein. Upon delivery to the Company of a completed Notice of Conversion, a form of which is annexed hereto, the Company shall issue and deliver to the Holder that number of shares of Common Stock for the portion of the Note and related Interest converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the Principal of the Note and accrued Interest to be converted, by the Conversion Price. Each conversion hereof shall constitute the re-affirmation by the Holder that the representations and warranties contained in the Subscription Agreement are true and correct in all material respects with respect to the Holder as of the time of such conversion. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Company to the Holder for the remaining Principal balance of this Note and Interest which shall not have been paid.

(b)   Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be $0.50.

(c)   The Conversion Price and number and kind of shares of Common Stock or other securities to be issued upon conversion as determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this Note remains outstanding, as follows:

(i)   Reorganization, Consolidation, Merger, etc.; Reclassification . In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “ Fundamental Change ”), then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Note, on the conversion hereof, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Conversion Shares issuable on such conversion prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation of a Fundamental Change if such Holder had so converted this Note, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 2.1(c)(iv).

If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

(ii)   Dissolution . In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the Holder of this Note after the effective date of such dissolution pursuant to this Article to a bank or trust company (a “ Trustee ”) as trustee for the Holder of this Note.

(iii)   Continuation of Terms . Upon any Fundamental Change or transfer (and any dissolution following any transfer) referred to in this Article, this Note shall continue in full force and effect and the terms hereof shall be applicable to an