[ASSIGNMENT AND ASSUMPTION and STOCK SALE AGREEMENT WHEREAS, WHEREAS, WHEREAS, WHEREAS, WHEREAS, NOW, THEREFORE, in ARTICLE 1 TRANSFER AND ASSIGNMENT OF ASSETS On the terms and subject to the conditions herein expressed, the Seller hereby sells, conveys, transfers, assigns, sets over and delivers to the Purchasers 100% of the issued and outstanding shares of the Subsidiary at the Closing Date] [Item 1.01 Entry into a Material Definitive Agreement The information set forth in Item 2.01 herein is hereby incorporatd by reference. Item 2.01 Completion of Acquisition or Disposition of Assets]

[ENTRUSTED MANAGEMENT AGREEMENT BETWEEN China Agro Sciences Corp. AND Xiaojun Zhu and his management team As of September 18, 2009 th This Entrusted Management Agreement (the "Agreement") is entered into as of the 18 Party A: China Agro Sciences Corp. a corporation formed under the laws of the State of Florida (“CHAS” or “Party A”, as the context requires), which] [Item 1.01. Entry into a Material Definitive Agreement his management staffs Agreement”) with Mr. Xiaojun Zhu and On September 18, 2009, China Agro Sciences Corp. (the “Company”) entered into an entrusted management agreement (the “ Group Co., Ltd.(Shaanxi Guangsha Investment) a company organized under the laws of the People’s Republic of China. his management staffs his management staffs his management]