[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]

[September 23, 2009 Office of the Chief Accountant Division of Corporation Finance 100 F Street NE Dear Sirs: We were informed that we were dismissed as the independent registered public accountants for China Agro Sciences Corp. We have read Item 4.01 of the Form 8-K, dated September 23, 2009 being filed by China Agro Sciences Corp. and are in agreement] [Item 4.01 (a)]