STANDBY EQUITY DISTRIBUTION AGREEMENT

Exhibit 99.1

STANDBY EQUITY DISTRIBUTION AGREEMENT

THIS AGREEMENT dated as of the ___ day of May 2007 (the "Agreement") between

China Organic Agriculture, INC., a corporation organized and existing under the

laws of the state of Florida (the "Company"), and each of the investors whose

names are set forth on the signature page hereto (individually, an "Investor,"

collectively, the "Investors").

WHEREAS, the parties desire that, upon the terms and subject to the conditions

contained herein, the Company shall issue and sell to the Investors, from time

to time as provided herein, and the Investors shall purchase from the Company up

to Twenty-one Million U.S. Dollars ($21,000,000) of the Company's common stock,

par value $.001 per share (the "Common Stock"); and

WHEREAS, such investments will be made in reliance upon the provisions of

Regulation D ("Regulation D") and Regulation S ("Regulation S") of the

Securities Act of 1933, as amended, and the regulations promulgated thereunder

(the "Securities Act"), and or upon such other exemption from the registration

requirements of the Securities Act as may be available with respect to any or

all of the investments to be made hereunder.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

Certain Definitions

Section 1.1. "Advance" shall mean the portion of the Commitment Amount requested

by the Company in the Advance Notice.

Section 1.2. "Advance Date" shall mean the date the Eaton & Van Winkle LLP (the

"Escrow Agent") Trust Account is in receipt of the funds from the Investors and

the Escrow Agent is in possession of certificates representing the shares to be

issued to the Investors in consideration of such advance and therefore an

Advance by the Investors to the Company can be made and the Escrow Agent can

release the certificates representing the shares to the Investors. The Advance

Date in respect of each Advance shall be the fifth business day in the State of

New York ("Business Day") after delivery of the Advance Notice to the Investors.

For purposes hereof a Business Day shall mean any day that banks in the State of

New York are not required or permitted to be closed.

Section 1.3. "Advance Notice" shall mean a written notice to the Investors

delivered in accordance with Section ----- setting forth the Advance amount that

the Company requests from the Investors and the Advance Date.

Section 1.4. "Advance Notice Date" shall mean each date the Company delivers to

the Investors an Advance Notice requiring the Investors to advance funds to the

Company, subject to the terms of this Agreement. No Advance Notice Date shall be

less than thirty (30) days after the prior Advance Notice Date.

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Section 1.5. "Closing" shall mean one of the closings of a purchase and sale of

Common Stock pursuant to Section 2.3.

Section 1.6. "Commitment Amount" shall mean the aggregate amount of up to

Twenty-one Million U.S. Dollars ($21,000,000) which the Investors have agreed to

provide to the Company in order to purchase the Company's Common Stock pursuant

to the terms and conditions of this Agreement. The Commitment Amount of each

Investor is the amount set forth opposite the name of the Investor on Schedule

---- hereto.

Section 1.7. "Commitment Period" shall mean the period commencing on the earlier

to occur of (i) the Effective Date, or (ii) such earlier date as the Company and

the Investors may mutually agree in writing, and expiring on the earliest to

occur of (x) the date on which the Investors shall have made payment of Advances

pursuant to this Agreement in the aggregate amount of Twenty-one Million U.S.

Dollars ($21,000,000), (y) the date this Agreement is terminated pursuant to

Section 2.4, or (z) the date occurring twenty-four (24) months after the

Effective Date.

Section 1.8. "Common Stock" shall mean the Company's common stock, par value

$.001 per share.

Section 1.9. "Condition Satisfaction Date" shall have the meaning set forth in

Section 7.2.

Section 1.10. "Damages" shall mean any loss, claim, damage, liability, costs and

expenses (including, without limitation, reasonable attorney's fees and

disbursements and costs and expenses of expert witnesses and investigation).

Section 1.11. "Effective Date" shall mean the date on which the SEC first

declares effective a Registration Statement registering the resale of the

Registrable Securities as set forth in Section 7.2(a).

Section 1.12. "Escrow Agreement" shall mean the escrow agreement among the

Company, the Investors, and the Escrow Agent, dated the date hereof.

Section 1.13. "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated thereunder.

Section 1.14. "Material Adverse Effect" shall mean any condition, circumstance,

or situation that would prohibit or otherwise materially interfere with the

ability of the Company to enter into and perform any of its obligations under

this Agreement or the Registration Rights Agreement in any material respect.

Section 1.15. "Maximum Advance Amount" shall be Five Million U.S. Dollars

(US$5,000,000) per Advance Notice.

Section 1.16. "NASD" shall mean the National Association of Securities Dealers,

Inc.

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Section 1.17. "Person" shall mean an individual, a corporation, a partnership,

an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.

Section 1.18. "Purchase Price" shall be set at $ 1.05 per share of Common Stock.

Section 1.19. "Registrable Securities" shall mean the shares of Common Stock to

be issued hereunder (i) in respect of which a Registration Statement has not

been declared effective by the SEC, (ii) which have not been sold under

circumstances meeting all of the applicable conditions of Rule 144 (or any

similar provision then in force) under the Securities Act ("Rule 144") or (iii)

which have not been otherwise transferred to a holder who may trade such shares

without restriction under the Securities Act, and the Company has delivered a

new certificate or other evidence of ownership for such securities not bearing a

restrictive legend.

Section 1.20. "Registration Rights Agreement" shall mean the Registration Rights

Agreement dated the date hereof, regarding the filing of the Registration

Statement for the resale of the Registrable Securities, entered into between the

Company and the Investor.

Section 1.21. "Registration Statement" shall mean a registration statement on

Form S-1 or SB-2 (if use of such form is then available to the Company pursuant

to the rules of the SEC and, if not, on such other form promulgated by the SEC

for which the Company then qualifies and which counsel for the Company shall

deem appropriate, and which form shall be available for the resale of the

Registrable Securities to be registered thereunder in accordance with the

provisions of this Agreement and the Registration Rights Agreement, and in

accordance with the intended method of distribution of such securities), for the

registration of the resale by the Investor of the Registrable Securities under

the Securities Act.

Section 1.22. "SEC" shall mean the Securities and Exchange Commission.

Section 1.23. "SEC Documents" shall mean Annual Reports on Form 10-KSB or Form

20-F, Quarterly Reports on Form 10-QSB, Current Reports on Form 8-K or 6-K and

Proxy Statements of the Company as supplemented to the date hereof, filed by the

Company for a period of at least twenty-four (24) months immediately preceding

the date hereof or the Advance Date, as the case may be, until such time as the

Company no longer has an obligation to maintain the effectiveness of a

Registration Statement as set forth in the Registration Rights Agreement.

Section 1.24. "Trading Day" shall mean any day during which the New York Stock

Exchange shall be open for business

ARTICLE II.

Advances

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Section 2.1. Investments.

(a) Advances. Upon the terms and conditions set forth herein (including, without

limitation, the provisions of Article VII hereof), on any Advance Notice Date

the Company may request an Advance by the Investors by the delivery of an

Advance Notice. The number of shares of Common Stock that the Investors shall

receive for each Advance shall be determined by dividing the amount of the

Advance by the Purchase Price. No fractional shares shall be issued. Fractional

shares shall be rounded to the next higher whole number of shares. The aggregate

maximum amount of all Advances that the Investors shall be obligated to make

under this Agreement shall not exceed the Commitment Amount. Each Investor shall

be required to purchase such portion of the number of shares of Common Stock to

be sold in connection with any Advance (the "Advance Amount") as is equal to the

product the Advance Amount multiplied by a fraction, the numerator of which is

the total amount of the Advances committed to by the Investor and the

denominator of which is Twenty-one Million ($21,000,000).

Section 2.2. Mechanics.

(a) Advance Notice. At any time during the Commitment Period, the Company may

deliver an Advance Notice to the Investors, subject to the conditions set forth

in Section 7.2; provided, however, the amount for each Advance as designated by

the Company in the applicable Advance Notice, shall not be more than the Maximum

Advance Amount. The aggregate amount of the Advances pursuant to this Agreement

shall not exceed the Commitment Amount. The Company acknowledges that the

Investors may sell shares of the Company's Common Stock corresponding with a

particular Advance Notice on the day the Advance Notice is received by the

Investors.

(b) Date of Delivery of Advance Notice. An Advance Notice shall be deemed

delivered on (i) the day after it is received by facsimile or otherwise by the

Investors if such notice is received prior to 12:00 noon Eastern United States

Time, or (ii) the immediately succeeding day if it is received by facsimile or

otherwise after 12:00 noon Eastern United States Time on a day or at any time on

a day which is not Business Day. No Advance Notice may be deemed delivered on a

day that is not a Business Day.

(c) Pre-Closing Share Credit. Within three (3) business days after the Advance

Notice Date, the Company shall credit shares of the Company's Common Stock to

the Escrow Agent's balance account with The Depository Trust Company through its

Deposit Withdrawal At Custodian system, in an amount equal to the amount of the

requested Advance divided by the Purchase Price. In no event shall the number of

shares issuable to any Investor pursuant to an Advance exceed nine and 9/10

percent (9.9%) of the then outstanding Common Stock of the Company.

(d) Hardship. In the event any Investor sells the Company's Common Stock to be

delivered pursuant to subsection (c) above and the Company fails to perform its

obligations as mandated in Section 2.5 and 2.2 (c), and specifically fails to

provide the Investor with the shares of Common Stock for the applicable Advance,

the Company acknowledges that the Investor shall suffer financial hardship and

therefore shall be liable for any and all losses, commissions, fees, or

financial hardship caused to the Investor.

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Section 2.3. Closings. On each Advance Date, which shall be the fifth Business

Day after the applicable Advance Notice Date (i) the Company shall instruct the

Company's transfer agent to deliver to the Escrow Agent, shares of the Company's

Common Stock, representing the amount of the Advance by each Investor pursuant

to Section 2.1 herein, registered in the names of the Investors which shall be

delivered to the Investors, or otherwise in accordance with the Escrow Agreement

and (ii) each Investor shall deliver to Escrow Agent its proportionate share of

the amount of the Advance specified in the Advance Notice by wire transfer of

immediately available funds which shall be delivered to the Company, or

otherwise in accordance with the Escrow Agreement. In addition, on or prior to

the Advance Date, each of the Company and the Investors shall deliver to the

other through the Escrow Agent counsel, all documents, instruments and writings

required to be delivered by either of them pursuant to this Agreement in order

to implement and effect the transactions contemplated herein. Payment of funds

to the Company and delivery of the Company's Common Stock to the Investors shall

occur in accordance with the conditions set forth above and those contained in

the Escrow Agreement.

Section 2.4. Termination of Investment. The obligation of the Investor to make

an Advance to the Company pursuant to this Agreement shall terminate permanently

(including with respect to an Advance Date that has not yet occurred) in the

event that (i) there shall occur any stop order or suspension of the

effectiveness of the Registration Statement for an aggregate of sixty (60)

Trading Days, other than due to the acts of the Investors, during the Commitment

Period, and (ii) the Company shall at any time fail materially to comply with

the requirements of Article VI and such failure is not cured within thirty (30)

days after receipt of written notice from the Investors, provided, however, that

this termination provision shall not apply to any period commencing upon the

filing of a post-effective amendment to such Registration Statement and ending

upon the date on which such post effective amendment is declared effective by

the SEC.

Section 2.5. Agreement to Advance Funds.

(a) Each Investor agrees to advance its proportionate shares of the amount

specified in the Advance Notice to the Company after the completion of each of

the following conditions and the other conditions set forth in this Agreement:

(i) the execution and delivery by the Company, and the Investors, of this

Agreement and the Exhibits hereto;

(ii) the Escrow Agent shall have received the shares of Common Stock applicable

to the Advance in accordance with Section 2.2(c) hereof;

(iii) the Company's Registration Statement with respect to the resale of the

Registrable Securities in accordance with the terms of the Registration Rights

Agreement shall have been declared effective by the SEC;

(iv) the Company shall have obtained all material permits and qualifications

required by any applicable state for the offer and sale of the Registrable

Securities, or shall have the availability of exemptions therefrom. The sale and

issuance of the Registrable Securities shall be legally permitted by all laws

and regulations to which the Company is subject;

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(v) the Company shall have filed with the Commission in a timely manner all

reports, notices and other documents required of a "reporting company" under the

Exchange Act and applicable Commission regulations; and

(vi) the conditions set forth in Section 7.2 shall have been satisfied.

(vii) the Company shall have provided to the Investors an acknowledgement, from

the Company's independent auditors as to its ability to provide all consents

required in order to file a registration statement in connection with this

transaction;

(viii) The Company's transfer agent shall be DWAC eligible.

ARTICLE III.

Representations and Warranties of Investors

Each Investor hereby severally represents and warrants to the Company with

respect to itself, and agrees with the Company that the following are true and

as of the date hereof and as of each Advance Date:

Section 3.1. Organization and Authorization. The Investor is duly incorporated

or organized and validly existing in the jurisdiction of its incorporation or

organization and has all requisite power and authority to purchase and hold the

securities issuable hereunder. The decision to invest and the execution and

delivery of this Agreement by such Investor, the performance by such Investor of

its obligations hereunder and the consummation by such Investor of the

transactions contemplated hereby have been duly authorized and requires no other

proceedings on the part of the Investor. The undersigned has the right, power

and authority to execute and deliver this Agreement and all other instruments

(including, without limitations, the Registration Rights Agreement), on behalf

of the Investor. This Agreement has been duly executed and delivered by the

Investor and, assuming the execution and delivery hereof and acceptance thereof

by the Company, will constitute the legal, valid and binding obligations of the

Investor, enforceable against the Investor in accordance with its terms.

Section 3.2. Evaluation of Risks. The Investor has such knowledge and experience

in financial tax and business matters as to be capable of evaluating the merits

and risks of, and bearing the economic risks entailed by, an investment in the

Company and of protecting its interests in connection with this transaction. It

recognizes that its investment in the Company involves a high degree of risk.

Section 3.3. No Legal Advice From the Company. The Investor acknowledges that it

had the opportunity to review this Agreement and the transactions contemplated

by this Agreement with his or its own legal counsel and investment and tax

advisors. The Investor is relying solely on such counsel and advisors and not on

any statements or representations of the Company or any of its representatives

or agents for legal, tax or investment advice with respect to this investment,

the transactions contemplated by this Agreement or the securities laws of any

jurisdiction.

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Section 3.4. Investment Purpose. The securities are being purchased by the

Investor for its own account, for investment and without any view to the

distribution, assignment or resale to others or fractionalization in whole or in

part. The Investor agrees not to assign or in any way transfer the Investor's

rights to the securities or any interest therein and acknowledges that the

Company will not recognize any purported assignment or transfer except in

accordance with applicable Federal and state securities laws. No other person

has or will have a direct or indirect beneficial interest in the securities. The

Investor agrees not to sell, hypothecate or otherwise transfer the Investor's

securities unless the securities are registered under Federal and applicable

state securities laws or unless, in the opinion of counsel satisfactory to the

Company, an exemption from such laws is available.

Section 3.5. Accredited Investor. (a) The Investor is an "Accredited Investor"

as that term is defined in Rule 501(a)(3) of Regulation D of the Securities Act.

The Investor is not a "US Person" as that term is defined in Rule 902(k) of

Regulation S promulgated under the Securities Act. The Investor resides outside

of the United States and does not maintain a place of business within the United

States.

(b) Dealer; Distributor. Investor represents that it is not a distributor or

dealer as such term is defined in Section 2(a)(12) of the Securities Act, or a

person receiving a selling concession, fee or other remuneration in connection

with the Securities.

(c) Hedging Transactions. Investor agrees not to engage in hedging transactions

with regard to the securities issuable pursuant hereto prior to the expiration

of one-year after the purchase of any such securities.

Section 3.6. Information. The Investor and its advisors (and its counsel), if

any, have been furnished with all materials relating to the business, finances

and operations of the Company and information it deemed material to making an

informed investment decision. The Investor and its advisors, if any, have been

afforded the opportunity to ask questions of the Company and its management.

Neither such inquiries nor any other due diligence investigations conducted by

such Investor or its advisors, if any, or its representatives shall modify,

amend or affect the Investor's right to rely on the Company's representations

and warranties contained in this Agreement. The Investor understands that its

investment involves a high degree of risk. The Investor is in a position

regarding the Company, which, based upon employment, family relationship or

economic bargaining power, enabled and enables such Investor to obtain

information from the Company in order to evaluate the merits and risks of this

investment. The Investor has sought such accounting, legal and tax advice, as it

has considered necessary to make an informed investment decision with respect to

this transaction.

Section 3.7. Receipt of Documents. The Investor and its counsel have received

and read in their entirety: (i) this Agreement and the Exhibits annexed hereto;

(ii) all due diligence and other information necessary to verify the accuracy

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and completeness of such representations, warranties and covenants; (iii) the

Company's Form 10-KSB for the year ended December 31, 2007; and (iv) answers to

all questions the Investor submitted to the Company regarding an investment in

the Company; and the Investor has relied on the information contained therein

and has not been furnished any other documents, literature, memorandum or

prospectus.

Section 3.8. Registration Rights Agreement and Escrow Agreement. The parties

have entered into the Registration Rights Agreement and the Escrow Agreement,

each dated the date hereof.

Section 3.9. No General Solicitation. Neither the Company, nor any of its

affiliates, nor any person acting on its or their behalf, has engaged in any

form of general solicitation or general advertising (within the meaning of

Regulation D under the Securities Act) in connection with the offer or sale of

the shares of Common Stock offered hereby.

Section 3.10. Not an Affiliate. The Investor is not an officer, director or a

person that directly, or indirectly through one or more intermediaries, controls

or is controlled by, or is under common control with the Company or any

"Affiliate" of the Company (as that term is defined in Rule 405 of the

Securities Act). Neither the Investor nor its Affiliates has an open short

position in the Common Stock of the Company, and the Investor agrees that it

will not, and that it will cause its Affiliates not to, engage in any short

sales of or hedging transactions with respect to the Common Stock, provided that

the Company acknowledges and agrees that upon receipt of an Advance Notice the

Investor will sell the Shares to be issued to the Investor pursuant to the

Advance Notice, even if the Shares have not been delivered to the Investor.

Section 3.11. Trading Activities. The Investor's trading activities with respect

to the Company's Common Stock shall be in compliance with all applicable federal

and state securities laws, rules and regulations and the rules and regulations

of the Principal Market on which the Company's Common Stock is listed or traded.

Neither the Investor nor its affiliates has an open short position in the Common

Stock of the Company and, except as set forth below, the Investor shall not and

will cause its affiliates not to engage in any short sale as defined in any

applicable SEC or National Association of Securities Dealers rules on any

hedging transactions with respect to the Common Stock. Without limiting the

foregoing, the Investor agrees not to engage in any naked short transactions in

excess of the amount of shares owned (or an offsetting long position) during the

Commitment Period. The Investor shall be entitled to sell Common Stock during

the applicable Pricing Period.

ARTICLE IV.

Representations and Warranties of the Company

Except as stated below, on the disclosure schedules attached hereto or in the

SEC Documents (as defined herein), the Company hereby represents and warrants

to, and covenants with, the Investor that the following are true and correct as

of the date hereof:

Section 4.1. Organization and Qualification. The Company is duly incorporated or

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organized and validly existing in the jurisdiction of its incorporation or

organization and has all requisite power and authority corporate power to own

its properties and to carry on its business as now being conducted. Each of the

Company and its subsidiaries is duly qualified as a foreign corporation to do

business and is in good standing in every jurisdiction in which the nature of

the business conducted by it makes such qualification necessary, except to the

extent that the failure to be so qualified or be in good standing would not have

a Material Adverse Effect on the Company and its subsidiaries taken as a whole.

Section 4.2. Authorization, Enforcement, Compliance with Other Instruments. (i)

The Company has the requisite corporate power and authority to enter into and

perform this Agreement, the Registration Rights Agreement, the Escrow Agreement,

and any related agreements, in accordance with the terms hereof and thereof,

(ii) the execution and delivery of this Agreement, the Registration Rights

Agreement, the Escrow Agreement and any related agreements by the Company and

the consummation by it of the transactions contemplated hereby and thereby, have

been duly authorized by the Company's Board of Directors and no further consent

or authorization is required by the Company, its Board of Directors or its

stockholders, (iii) this Agreement, the Registration Rights Agreement, the

Escrow Agreement and any related agreements have been duly executed and

delivered by the Company, (iv) this Agreement, the Registration Rights

Agreement, the Escrow Agreement and assuming the execution and delivery thereof

and acceptance by the Investor and any related agreements constitute the valid

and binding obligations of the Company enforceable against the Company in

accordance with their terms, except as such enforceability may be limited by

general principles of equity or applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or

affecting generally, the enforcement of creditors' rights and remedies.

Section 4.3. Capitalization. As of the date hereof, the authorized capital stock

of the Company consists of 1,000,000,000,000 shares of Common Stock, no par

value of which 51, 548,776 shares of Common Stock and no shares of Preferred

Stock were issued and outstanding. All of such outstanding shares have been

validly issued and are fully paid and nonassessable. Except as disclosed in the

SEC Documents, no shares of Common Stock are subject to preemptive rights or any

other similar rights or any liens or encumbrances suffered or permitted by the

Company. Except as disclosed in the SEC Documents, as of the date hereof, (i)

there are no outstanding options, warrants, scrip, rights to subscribe to, calls

or commitments of any character whatsoever relating to, or securities or rights

convertible into, any shares of capital stock of the Company or any of its

subsidiaries, or contracts, commitments, understandings or arrangements by which

the Company or any of its subsidiaries is or may become bound to issue

additional shares of capital stock of the Company or any of its subsidiaries or

options, warrants, scrip, rights to subscribe to, calls or commitments of any

character whatsoever relating to, or securities or rights convertible into, any

shares of capital stock of the Company or any of its subsidiaries, (ii) there

are no outstanding debt securities (iii) there are no outstanding registration

statements other than on Form S-8 and (iv) there are no agreements or

arrangements under which the Company or any of its subsidiaries is obligated to

register the sale of any of their securities under the Securities Act (except

pursuant to the Registration Rights Agreement). There are no securities or

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instruments containing anti-dilution or similar provisions that will be

triggered by this Agreement or any related agreement or the consummation of the

transactions described herein or therein. The Company has furnished to the

Investor true and correct copies of the Company's Certificate of Incorporation,

as amended and as in effect on the date hereof (the "Certificate of

Incorporation"), and the Company's By-laws, as in effect on the date hereof (the

"By-laws"), and the terms of all securities convertible into or exercisable for

Common Stock and the material rights of the holders thereof in respect thereto.

Section 4.4. No Conflict. The execution, delivery and performance of this

Agreement by the Company and the consummation by the Company of the transactions

contemplated hereby will not (i) result in a violation of the Certificate of

Incorporation, any certificate of designations of any outstanding series of

preferred stock of the Company or By-laws or (ii) conflict