DATED 31 JULY 2012

TRUE NOBLE LIMITED (as the Lender)

AND

CHINA AGRI-PRODUCTS EXCHANGE LIMITED (as the Borrower)

SUPPLEMENTAL AGREEMENT TO THE LOAN AGREEMENT DATED 16 JULY 2012


THIS SUPPLEMENTAL AGREEMENT is made on 31st day of July 2012 BETWEEN: (l) TRUE NOBLE LIMITED, a BVI business company incorporated under the Jaws of the British Virgin Islands with limited liability whose registered office is at P.O. Box

957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

(BVI company number: 1523010) (the "Lender"); and

(2) CHINA AGRI-PRODUCTS EXCHANGE LIMITED, a company incorporated under the laws of Bermuda with limited liability whose registered office is at Clarendon House, 2 Church Street, Hamilton HM Il, Bennuda and its piace of business in Hong Kong is at 5/F, Wai Yuen Tong Medicine Building, 9 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong (the "Borrower").

WHEREAS this Supplemental Agreement is supplemental to a loan agreement dated 16 July

2012 ("Loan Agreement") entered into between the Lender and the Borrower.

IS HEREBY AGREED as follows: l. INTERPRETATION

Words and expressions defined in the Loan Agreement have, unless the context othetwise requires, the same meanings when used in this Supplemental Agreement.

2. AMENDMENTS TO THE LOAN AGREEMENT

2.1 The following definition shall be deleted in its entirety from Clanse 1.1 of the

Loan Agreement:

""Warrants" means the non-listed warrants to be issued by the Borrower at nil consideration to the Lender, which entitle the holder(s) thereofto subscribe for up to HK$126 million in aggregate for 360,000,000 new shares of the Borrower at an initial subscription price of HK$0.35 per share (subject to adjustment) at any time during a period of two years commencing from the date of issue of the warrants."

2.2 Clause 2.1 ofthe Loan Agreement shall be replaced by the following:

"Subject to the terms and conditions of this Agreement, the Lender hereby agrees to provide the secured financial accommodation of not exceeding HK$670,000,000 to the Borrower during the Availability Period at an interest rate of l 0.0% per annum subject to the terms and conditions of this Agreement."

2.3 Clause 2.2 ofthe Loan Agreement shall be deleted in its entirety.

2.4 Clause 6.2 ofthe Loan Agreement shall be replaced by the following:



"Interest rate applicable for each Drawdown or any part of it shall be charged at 10.0% per annum on each Drawdown during the period commencing from the Drawdown Date and the interest accrued on each Drawdown shall be payable on an annua!basis from each Drawdown Date and in any event shall not extend beyond the Repayment Date."

3. CONDITIONS PRECEDENT

3.1 The amendments made to the Loan Agreement in Clause 2 are conditional upon:
3.1.1 ths Supplemental Agreement duly executed by ali parties hereto; and
3.1.2 prov!Slon of a certified true copy of the board resolutions of the Borrower approving and authorising the execution and delivery of this Supplemental Agreement.

4. GENERAL

Each of the parties hereto acknowledges and confirms that the Loan Agreement (as amended and restated by this Supplemental Agreement) shall remain in full force and effect and shall not be discharged or abrogated in any way as a consequence of the amendments made to the Loan Agreement by this Supplemental Agreement or by any act, omission or event which would or may but for the provisions of this Clause operate to discharge, impair or otherwise affect the same and any reference in the Loan Agreement to "this Agreement" shall be to the Loan Agreement as amended and restated by this Supplemental Agreement.

S. AMENDMENT OF THIS SUPPLEMENTAL AGREEMENT

No amendment to this Supplemental Agreement will be effective unless in writing and executed by ali the pmties.

6. COUNTERPARTS

This Supplemental Agreement may be executed in any number of counterparts with the same force and effect as if executed on a single document and ali sueh counterpmts shall constitute one and the same instrument.

7. GOVERNING LAW AND JURISDICTION

This Supplemental Agreement shall be govemed by and construed in accordance with the laws of Hong Kong and the parties hereto irrevocably submit to the non-exclusive jurisdiction ofthe courts ofHong Kong.

IN WITNESS hereof the parties hereto have duly executed this Supplemental Agreement as a deed the day and year first above written.

THE BORROWER

SIGNED BY ) Leung Sui Wah, Raymond ) its directors/authorised person t'or and on behalf of ) CHINA AGRI-PRODUCTS EXCHANGE LIMITED )

in the presence of:- )

THELENDER

SIGNED BY )


Chi m Lai Fun ) its directors/authorised person for and on behalf of ) TRUE NOBLE LIMITED )
in the presence of:- )

LIMITED
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