8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 30, 2006

STRONG TECHNICAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-112111	54-2100419
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

21 Changshe Road, Changge. Henan Province, PRC
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code)      011 86 374-6216633

U.S. Contact: c/o DeHeng Chen Chan LLC, 225 Broadway, New York, NY, tel: (212) 608-6500

Former Address:           2591 Dallas Parkway, Suite 102, Frisco, TX 75034

(Former Name or Former Address, if Changed Since Last Report)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      [   ] Yes           [X] No

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     [  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     [  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
     [  ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
     [  ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e - -4(c))

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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITAGATION REFORM ACT OF 1995

Except for historical information contained herein, this Current Report on Form 8-K contains certain forward-looking information based on our current expectations. The inclusion of forward-looking statements should not be regarded as a representation by us or any other person that the objectives or plans will be achieved because our actual results may differ materially from any forward-looking statement. The words “may,” “should,” “plans,” “believe,” “anticipate,” “estimate,” “expect,” their opposites and similar expressions are intended to identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. We caution readers that such statements are not guarantees of future performance or events and are subject to a number of factors that may tend to influence the accuracy of the statements, including but not limited to, those risk factors outlined in the section titled “Risk Factors”. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Current Report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Current Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission (“SEC”) after the date of this Current Report.

Section 2 – FINANCIAL INFORMATION

Item 1.01 Entry into a Material Definitive Agreement

Principal Terms of the Acquisition and Share Exchange Agreement

     On January 30, 2005, Strong Technical Inc., a Delaware corporation (the “Registrant”, “we”, “us”or “our”) completed the acquisition of Falcon Link Investment Limited, a corporation organized under the laws of the British Virgin Islands (“Falcon”) pursuant to that certain Share Exchange Agreement, dated as of January 30, 2006, by and among the Registrant, Kevin Halter, Jr., a stockholder, officer and director of the Registrant, and the stockholders of Falcon (“Falcon Shareholders”) (the “Exchange Agreement”).

     The exchange of Registrant’s common stock for Falcon shares is intended to constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended or such other tax free reorganization exemptions that may be available under the Internal Revenue Code.

     Set forth below is certain information concerning the principal terms of the Exchange Agreement.

     Under the Agreement, Registrant completed the acquisition of all of the issued and outstanding shares of Falcon through the issuance of 397,676,704 restricted shares of common stock of the Registrant to the Falcon Shareholders. Immediately prior to the Exchange Agreement transaction, the Registrant had 17,765,650 shares of common stock issued and outstanding. Immediately after the issuance of the shares to the Falcon Shareholders, the Registrant had 415,442,354 shares of common stock issued and outstanding. As a result of the closing of the Share Exchange Agreement, the Falcon Shareholders own 95.7% of the issued and outstanding capital stock of the Registrant (without giving effect to the subsequent private placement discussed in the next section below).

     In connection with the share exchange agreement, the Registrant’s Board of Directors has resigned and has been replaced by Zhu, Xianfu, the Chairman and Chief Executive Officer of Falcon and two new board members, Wang, Yunchun and Li, Xinyu. The new board and stockholders of the Registrant have decided to change name of the company to “Zhongpin Inc.” The Registrant’s officers also resigned and were replaced by Zhu Xianfu (Chief Executive Officer), Ben, Baoke (Executive Vice President) and Ma, Yuanmei (Chief Financial Officer and Secretary). Additionally, Falcon entered into a consulting agreement with HFG International Limited, a Hong Kong corporation affiliated with Kevin Halter, Jr. Under the consulting agreement, Falcon will pay HFG $350,000 for consulting services. The consulting agreement’s term is 1-2 months

     In connection with and prior to the closing under the Exchange Agreement, the Registrant amended its Articles of Incorporation to increase its authorized common stock to 800 million shares and increase the authorized preferred stock to 20 million shares. Additionally, the Registrant agreed to include the shares of common stock held by Halter Capital Corporation (3,196,064 shares), Halter Financial Investments, L.P. (6,235,563 shares), Halter Financial Group, L.P. (3,082,433 shares) and M1Advisors, LLC (2,120,940 shares) in the next registration statement filed by the Registrant.

     The transaction contemplated by the Exchange Agreement is intended to be a “tax-free” reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

     The Exchange Agreement is included herewith as an exhibit and is incorporated herein by reference.

     In connection with the consummation of the Exchange, the address of our principal executive officers was changed to 21 Changshe Road, Changge. Henan Province, PRC and the telephone number of our executive offices was changed to 011 86 374-6216633. We maintain, however, a U.S. agent for service of process c/o DeHeng Chen Chan, LLC, 225 Broadway, New York, NY, tel: (212) 608-6500.

Principal Terms of the Private Placement

     Immediately after the consummation of the transactions under the Exchange Agreement, the board of directors of the Registrant approved, among other things, a Certificate of Designation pursuant to a new class of Series A Convertible Preferred Stock was created. Thereafter, the Registrant entered into a Securities Purchase Agreement, dated as of January 30, 2006, by and among the investors named therein.

     On January 31, 2006, the Registrant closed the sale of securities pursuant to the Securities Purchase Agreement. The Registrant sold units at $8.00 per unit, with each unit consisting of two shares of Series A Convertible Preferred Stock and a warrants exercisable to purchase one shares of common stock of the Registrant. The Registrant sold 3.45 million units, primarily to institutional investors, and received gross proceeds of $27.6 million.

     As a result of the sale units, the Registrant issued 6.9 million shares of Series A Convertible Preferred Stock and 121,954,050 warrants. The Series A Convertible Preferred Stock is convertible into 243,908,100 shares of common stock (based on an initial conversion price of $0.113157) . The warrants are exercisable for a five year period at an exercise price of $0.1414467 per share.

     The Registrant has agreed to register for resale the shares of common stock issuable upon the conversion of the Series A Preferred Stock and the exercise of the warrants. The registration statement will also include the shares held by the various Halter entities.

     In consideration for the purchase of the units by the investors, the Falcon Shareholders have agreed to place in escrow ten percent of the shares of common stock they received under the Exchange Agreement. If the Registrant has a consolidated net income of less that $7.927 million or a consolidated net loss for the fiscal year ending December 31, 2006, then five percent of the escrowed shares from Falcon Shareholders shall be transferred to the investors under the Purchase Agreement, on a pro rata basis. If the Registrant has a consolidated net income of less that $15 million or a consolidated net loss for the fiscal year ending December 31, 2007, then remaining five percent of the escrowed shares from Falcon Shareholders shall be transferred to the investors under the Purchase Agreement, on a pro rata basis.

Item 2.01 Completion of an Acquisition or Disposition of Assets Principal Terms of the Share Exchange

Principal Terms of the Acquisition and Share Exchange Agreement

     On January30, 2005, Strong Technical Inc., a Delaware corporation (the “Registrant”) completed the acquisition of Falcon Link Investment Limited, a corporation organized under the laws of the British Virgin Islands (“Falcon”) pursuant to that certain Share Exchange Agreement, dated as of January 30, 2006, by and among the Registrant, Kevin Halter, Jr., a major shareholder of the Registrant, and the stockholders of Falcon (“Falcon Shareholders”) (the “Exchange Agreement”).

     The exchange of Registrant’s common stock for Falcon shares is intended to constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended or such other tax free reorganization exemptions that may be available under the Internal Revenue Code.

     Set forth below is certain information concerning the principal terms of the Exchange Agreement.

     Under the Agreement, Registrant completed the acquired all of the issued and outstanding shares of Falcon through the issuance of 397,676,704 restricted shares of common stock of the Registrant to the Falcon Shareholders, all of whom are residents of the People’s Republic of China. Immediately prior to the Exchange Agreement transaction, the Registrant had 17,765,650 shares of common stock issued and outstanding. Immediately after the issuance of the shares to the Falcon Shareholders, the Registrant has 415,442,354 shares of common stock issued and outstanding. As a result of the closing of the Share Exchange Agreement, the Falcon Shareholders own 95.7% of the issued and outstanding capital stock of the Registrant (without giving effect to the subsequent private placement discussed in the next section below).

     As part of the share exchange, the officers and directors of the Registrant resigned and the officers and directors of Falcon became the officers and directors of the Registrant. Additionally, Falcon entered into a consulting agreement with HFG International Limited, a Hong Kong corporation affiliated with Kevin Halter, Jr. Under the consulting agreement, Falcon will pay HFG $350,000 for consulting services over a 12 month period.

     In connection with and prior to the closing under the Exchange Agreement, the Registrant amended its Articles of Incorporation to increase its authorized common stock to 800 million shares. Additionally, the Registrant agreed to include the shares of common stock held by Halter Capital Corporation (3,196,064 shares), Halter Financial Investments, L.P. (6,235,563 shares), Halter Financial Group, L.P. (3,082,433 shares) and M1Advisors, LLC (2,120,940 shares) in the next registration statement filed by the Registrant.

     The transaction contemplated by the Exchange Agreement is intended to be a “tax-free” reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

     The Exchange Agreement is included herewith as an exhibit and is incorporated herein by reference.

     In connection with the consummation of the Exchange, the address of our principal executive officers was changed to 21 Changshe Road, Changge. Henan Province, PRC and the telephone number of our executive offices was changed to 011 86 374-6216633. We maintain, however, a U.S. agent for service of process c/o DeHeng Chen Chan, LLC, 225 Broadway, New York, NY, tel: (212) 608-6500.

Description of the Business

Henan Zhongpin Food Share Co., Ltd. (“HZP” or “Henan Zhongpin”)

     Corporate Organization

     We are a holding company and conduct operations through indirect subsidiary, Henan Zhongpin Food Share Co., Ltd., a company established in the People’s Republic of China. To enable Henan Zhongpin Food Co. to raise equity capital from investors outside of China, it established a holding company by incorporating Falcon

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Link Investment Limited, in the British Virgin Islands on July 21, 2005. On September 15, 2005, the BVI company acquired all of the equity interests in Henan Zhongpin Food Co., Ltd., which is the controlling shareholder of HZP. In order to company with regulations under Chinese law regarding the use of the word “Share” in HZP’s corporate name, Henan Zhongpin Food Co., Ltd. was incorporated as wholly-owned foreign enterprise (“WOFE”). HZP’s management believes that a significant amount of name recognition and goodwill exists with respect to the full corporate name so the WOFE was formed so that HZP could continue in the operating use of its corporate name following the Exchange.

     On January 30, 2006, we acquired all of the outstanding shares of Falcon in exchange for the issuance by us of 397,676,704 restricted shares of our common stock to the shareholders of Falcon. As a result of that transaction, Falcon became our wholly owned subsidiary.

Below is our corporate organizational chart.

     History and Development of HZP

     HZP is the operating company and primarily conducts our production, marketing, finance, research and development, and administrative activities. It currently has two directly controlling-majority-owned subsidiaries, Henan Zhongpin Industry Co., Ltd. and Henan Zhongpin Imports and Exports Trade Co., Ltd.

     Following the Exchange, the business and operations of HZP will constitute our operating business. HZP’s main office is located in Changge City, Henan Province of the People’s Republic of China (“PRC”) and was founded in 1993 under the laws of the PRC to be principally engaged in the meat and food processing business in the PRC. More recently, HZP has begun the production and sale of vegetables and has embarked on the building of a retail operation. In 1993, HZP was established as a state-owned meat processing factory from a spin off of a larger state-owned enterprise. In 1997 the current management team purchased the business via a privatization scheme and restructured the enterprise as a privately held entity with six shareholders. The Company’s major operations are centrally located in China. Some key events in the history of HZP include:

• 1993 – Spin off from a state-owned enterprise as a meat processing factory, Changge Meat Factory
  
  
• 1997 – Current management team acquired ownership and transformed it to a privately held company and changed its name to Changge Zhongpin Food Industry Co., Ltd.

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• 2000 – Name changed to Henan Zhongpin Food Share Co., Ltd;
  
  
• 2001 – Purchased Yanling Yalin Meat Factory and established a share-holding subsidiary company, Henan Zhongpin Industry Co., Ltd.
  
  
• 2004 – Established a subsidiary company, Henan Zhongpin Imports and Exports Trade Co., Ltd., to handle international business
  The map below shows the location of HZP’s main business offices and distribution centers.

     HZP is one of the top 151 national agricultural industrial enterprises in the PRC and is ranked eighth overall, in terms of revenue, in the national meat industry. (Source: Ministry of Agriculture of the PRC; China Meat Association (“CMA”)) HZP possesses state of the art equipment in its abattoirs and processing facilities. During the past five years HZP’s growth rate has exceeded 35% per year in terms of both revenues and net profits. HZP’s current annual processing capacity is approximately 88,200 tons (80,000 metric tons) of chilled fresh meat, 33,075 tons (30,000 metric tons) of frozen vegetables and 22,050 tons (20,000 metric tons) of prepared food. HZP has established distribution networks in more than 20 provinces in the North, East, South and South Midland of China. HZP has also formed strategic partnerships with leading supermarket chains and the catering industry in China. HZP is currently exporting products to the European Union, Southeast Asia and Russia.

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Source: Henan Zhongpin Food Share Co., Ltd.

     Business

     Henan Zhongpin has worked to establish a vertically integrated fresh meat and meat products supply chain from farming, slaughtering, cutting, processing and wholesaling to retailing through an exclusive network of showcase stores, network stores and supermarket counters which sell the Company’s products on an exclusive basis.

     HZP is principally engaged in the following business activities:

• Production of pork, pig by-products and variety meat;
• Production of processed meat products;
• Production of vegetables;
• Distribution of pork, processed meat products and vegetables; and
• Retail sales of pork, processed meat products, vegetables and one-stop-shop convenient grocery items.

Industry Overview

     The Meat Industry in China

     The market for pork in China is the largest in the world, accounting for more than 50% of global production and consumption. In value terms, China’s overall meat industry is the second largest sector in the country’s entire retail food market basket. The vast majority of meat sales in the PRC continue to take place in free wet markets, most of which are to be found in open-air markets or on streets. These markets provide a venue through which the customer can buy live poultry or freshly slaughtered meat produce direct from local farmers.

     The meat industry in China is characterized by fragmentation, sanitation and hygiene issues, as well as social demographic trends. The meat industry is highly fragmented, where supply is extremely localized with limited distribution capability. China’s vast geography and under-developed transport infrastructure have made it impossible to create national or even regional level competition in the industry and thus, there are no genuine market leaders.

     The meat sector (fresh, frozen and processed) currently makes up 13.23% of the total value of China’s retail food market basket, a proportion that has remained relatively constant. The total retail

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value of China’s fresh meat sector was approximately RMB313.33 billion (US$37.86 billion) in 2004. The fresh meat sector continues to dominate the total meat and meat products market, which registered a value of RMB334.96 billion (US$40.47 billion) in 2004. Social and demographic trends have dictated a switching of consumer preference from processed meat in the earlier decades to a growing demand for frozen and fresh/chilled meat.

           Factors which instituted this structural change include:

• Increasing demand and ownership in China of household appliances, especially refrigerators and microwave ovens. By the early 1990’s, the penetration rate for household ownership of refrigerators was close to 100% in many major cities, depending on the economic prosperity of the region.
  
  
• Improvements in hygiene, sanitation, as well as the establishment of the cold chain infrastructure have elongated the wholesale and retail process. The cold chain infrastructure refers to the complex network of processes and services used to transport and preserve edible products in a controlled temperature environment. Modern preparation and storage methods have resulted in longer life cycles for frozen and fresh/chilled meat products. Superior taste and nutrition, aided by the cold chain infrastructure have allowed fresh/chilled and frozen meat products to become preferences for today’s consumers in the PRC, at the expense of highly processed meat products.
  
  
• Increases in per capital income as well as a proportionate share of such increase spent on food. In China, roughly a third of every new dollar of income is spent on food, and meat is a major target for much of the new spending.
  
  
• China’s new middle class, defined as those with annual incomes of at least 40,000 RMB (US$5,000), numbered approximately 60 million people in 2002 and is expected to climb sharply to 160 million by 2010.

Source: National Bureau of Statistics of China (“NBS”)

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     The Retail Meat Market

     Total volume sales of fresh and processed meat and meat products in China increased to 25.69 million tons (23.30 million metric tons), rising by 46.74% from 1998 to 2004. As the market matures, total growth is expected to continue its slowdown, eventually settling at about 5-6% per annum in volume terms. Consumption volumes are likely to increase as more consumers reach a standard of living enabling them to eat meat and meat products at home on a more frequent basis.

TOTAL RETAIL MARKET VOLUME FOR FRESH & PROCESSED MEAT & MEAT
PRODUCTS IN CHINA, 1998-2004
	million tons(metric tons)		% annual growth
1998	17.504	(15.876)	11.26
1999	16.760	(15.202)	-4.25
2000	18.170	(16.481)	8.42
2001	19.794	(17.954)	8.94
2002	22.064	(20.012)	11.47
2003	23.655	(21.456)	7.21
2004	25.685	(23.297)	8.58

Source: Access Asia, NBS

     China’s meat and meat products sector now account for 13.23% of the national retail food market basket in terms of value, second only to the vegetable sector. In China, meat was traditionally eaten only when money could allow, or on special occasions. This meant that as recently as 25 years ago, regular meat consumption was out of the reach of some 200million people living under the absolute poverty line. The introduction of economic reforms in the PRC in the late 1970s has allowed the number of citizens living under absolute poverty levels to plummet to less than 50 million individuals. This has enabled more consumers to enjoy meat on a regular basis. In the cities, most consumers can eat meat on a regular basis.

FRESH & PROCESSED MEAT & MEAT PRODUCTS RETAIL MARKET AS A
PROPORTION OF TOTAL CURRENT VALUE RETAIL FOOD SALES IN CHINA,
1998-2004
USD $ bn (at the exchange rate of USD 1 = RMB 8.27)
current value	Meat		Total food		% meat
1998	23.67 (RM	B 195.76)	178.95 (RM	B 1,479.89)	13.23
1999	24.08 (RM	B 199.18)	184.80 (RM	B 1,528.26)	13.03
2000	26.82 (RM	B 221.80)	203.14 (RM	B 1,679.93)	13.20
2001	28.90 (RM	B 239.04)	218.30 (RM	B 1,805.34)	13.24
2002	32.73 (RM	B 270.64)	247.02 (RM	B 2,042.88)	13.25
2003	36.04 (RM	B 298.08)	271.57 (RM	B 2,245.88)	13.27
2004	40.50 (RM	B 334.96)	306.14 (RM	B 2,531.78)	13.23
% growth 1998-2004	71.10%		71.08%		-------

Source: Access Asia, NBS

     As a result, not only are more people buying fresh meat itself, but there is also increasing demand for a wider range of processed meat products. The market has quickly evolved to meet this demand, helped by the emergence and spread of efficiently managed grocery and retail chains – notably supermarkets, convenience stores and hypermarkets.

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     The retail market for fresh and processed meat and meat products in the PRC has grown strongly over the past seven years due, primarily, to the following key factors:

• Increased consumer spending power, leading to raised consumer aspirations and the ability to make more frequent purchases of fresh and processed meat and meat products, as well as purchases of more expensive products;
  
  
• Rationalization and consolidation of China’s domestic industry has improved industry productivity and profitability, and has raised the level of market supply;
  
  
• Development of more integrated distribution systems and infrastructure throughout China, leading to better distribution around the country, from manufacturer to retailer, and;
  
  
• Increased market penetration of more organized retail outlets with chilled and frozen produce display cabinets which, in turn, has created a larger overall outlet for fresh and processed meat and meat products.

     These combined factors have led not only to raised consumer demand, but also improvements in the ability of meat processors and distributors to get their product to consumers, in fresher condition. The meat processors have also helped by improving the variety of product that they are able to supply.

      If not otherwise specified, the CMA is the source for the information in “Industry Overview” section.

     HZP’s Products

          Production of Pork, Pig By-Products and Variety Meats

     HZP owns and operates two abattoirs in Changge, Henan Province to carry out the business of slaughtering pigs and the production and sale of chilled and frozen pork products. The abattoirs have cold storage facilities where the meat is kept prior to being transported to our customers. The current production capacity of the two abattoirs is 220.05 tons (200 metric tons) per day with an additional

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110.25 ton (100 metric ton) daily capacity available to us through contract abattoirs operating within our quality assurance standards.

     HZP procures pigs from local pig farms and breeders located in the vicinity of Changge, Henan Province. All the pigs we purchase for slaughtering in our abattoirs must have all the health certificates issued by the relevant authorities in the PRC to ensure that the pigs have been under strict and consistent supervision during the rearing period and are in good health when they are purchased by HZP. In addition, the pigs slaughtered in HZP’s abattoirs are also subject to inspections by HZP’s own team of certified veterinarians.

     The pork HZP produces and sells comprises both chilled and frozen pork varieties. In the production of chilled pork, immediately after the meat is cut and packaged, it will be kept at a temperature of between 32^o F (0^oC) and 39.2 ^oF (4^oC), and thereafter maintained at that temperature during storage or transportation, in order to preserve its freshness and quality. In respect of HZP’s frozen pork products, the cut and packaged meat is blast frozen to between –22^oF (–30^oC) to –40^oF (–40^oC) and stored for 48 hours, after which it is stored or transported at a temperature between –0.4 ^oF (–18^oC) to –13^oF (–25^oC).

          HZP’s Pork Products

     The chilled and frozen pork products which HZP produces are sold as various cuts of meat such as the shoulder, the ribs, the loin or the leg. Other parts of the pig such as the head, ears, trotters and internal organs have a ready market in the PRC and are also distributed and sold by HZP.

     The pork products produced by the abattoirs are sold to a wide variety of customers such as meat and food distributors, wholesalers and importers, food and food processing companies and, markets and supermarkets. HZP’s pork products are distributed and sold locally in the domestic market and are also exported.

          Chilled Pork

     In the production of chilled pork at HZP, meat is chilled but not frozen at a temperature of between 32^o F (0^oC) and 39.2 ^oF (4^oC), immediately after it is cut and packed, and thereafter maintained at that temperature during storage or transportation. This serves to preserve the freshness and quality of the meat. Chilled pork will usually have to be consumed within one week from the time of slaughter.

     Most of the chilled pork produced by HZP is distributed and sold to domestic customers who comprise mainly fresh food distributors and wholesalers, markets and supermarkets located in the cities of Henan Province and nineteen other provinces where our products are sold.

          Frozen Pork

     In the production of HZP’s frozen pork, the meat is frozen at –31^oF (–35^oC) to –40^oF (–40^oC) for 48 hours, after which it is stored or transported at a constant temperature of between –0.4 ^oF (–18^oC) to –13^oF (–25^oC). Generally, frozen pork can be kept for about six months from the time of slaughter. Frozen pork is cheaper relative to chilled pork at the retail level. Food and food processing companies usually require frozen pork in their production of processed meats such as luncheon meat and canned, stewed meat. In the PRC, most of the pork sold in markets, supermarkets and restaurants is frozen. The domestic customers for HZP’s frozen pork include food processing companies and food distributors.

          Prepared Meats

     HZP produces its own brand of prepared meats, such as sausages, hams, Chinese cured hams as well as five categories of quick-freeze prepared meats consisting of more than 100 items.

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          Pig By-Products & Variety Meats

     Pig heads, ears and trotters and the internal organs such as the kidneys, livers, stomachs and intestines are commonly used in Chinese cuisine and therefore have a ready market. HZP usually sells these by-products and variety meats to domestic customers. These items are also sold to food processing companies to be used as raw materials for other meat and meat-based products.

          Fruits & Vegetables

     HZP contracts with more than 120 farms in Henan Province and nearby areas to produce high quality vegetable varieties and fruits suitable for export purposes. The proximity of the contracted farms to the HZP’s operations is to ensure freshness from harvest to processing. The farms are relatively small, from 24.7 -123.5 acres (10-50 hectares) with the largest being approximately 1358.5 acres (550 hectares). HZP contracts to grow more than twenty categories of vegetables and fruit including asparagus, sweet corn, broccoli, mushrooms, lima beans and strawberries. HZP works closely with Henan Academy of Agricultural Sciences in China to improve the yield and quality of crops.

     Since 2001, HZP has been contracting farms to produce selected vegetables and fruits. HZP’s technicians are sent out to candidate farms to test soil and water quality and to evaluate local climatic conditions. Vegetables and fruit grown at the candidate farms will are evaluated in HZP’s laboratories. If the quality of the farm products meets HZP’s standards then, a contract will be executed between HZP and the farm. Seeds, fertilizer and pesticide will be provided to the contracted farm. During the growing season, the vegetables or fruit at the contracted farms will be monitored and tested. At harvest, produce is tested and purchased based on product criteria stated in the contract. A total of 72 employees of HZP are members of its agricultural products team, of which eight are in management positions, 54 are technicians and 10 are responsible for administrative duties.

     Research and Development

     In 1999, HZP founded Zhongpin Technology Research and Development Center, a food research institute in Changge City, Henan Province. In 2000, Henan Zhongpin established the its technology center, which has evolved into the technical research center for the entire meat industry in Henan Province. The research center employs twenty-one senior scientists and technicians. The mission of the research center is to develop new processing technologies and food products. In addition, HZP’s product development team works with the China Meat Processing Research Center, the premier research institute for meat processing technology in China, and we have jointly established a research center in Beijing. HZP also works with scientists and researchers from Beijing University, China Agricultural University, the Chinese Academy of Agricultural Science, Henan Agricultural University and other universities to develop production technologies and innovative meat products. HZP has, under contract, fifty scientists and experts who act as HZP’s outside technical consultants.

     Currently, HZP has more than one hundred new products under development.

     Government Regulation

     The Chinese government is actively promulgating a plan for “safe meat” and is expected to raise the proportion of slaughtering automation to over seventy percent of all meat and actively enforce authorized slaughtering and quarantine. Special grants, subsidized financing, preferential tax policies, governmental funding and other subsidies are provided to enterprises in order to acquire state of the art technology and equipment in meat processing. Such government incentives provide competitive

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advantages and opportunities to well-performing companies like HZP because such policies work to raise the bar for entering the industry and to eliminate inefficient companies in the industry. We expect such government support for the processing of agricultural products to continue for a number of years in the foreseeable future. Whether HZP can continue to benefit from such government programs in the next few years depends on how the government administers its incentive programs and how well HZP performs. If HZP maintains the current trend in its performance, it is possible that it may obtain further government support through such incentive programs.

Recent Government Grants

Year	Amount
2001	$	580,411.12	(RMB 4,800,000.00)
2002	$	65,341.44	(RMB 540,373.70)
2003	$	190,003.75	(RMB 1,571,331.00)
2004	$	989,883.56	(RMB 8,186,337.00)
2005	$	2,307,530.86	(RMB 18,691,000.00)

     The Tenth Five Year Development Programming of the China Meat Industry, promulgated in 2001, set the following guidelines:

• Encourage comprehensive improvements in automation of abattoirs in “First-Tier” and “Second- Tier” cities and key provinces to improve the sanitary condition and the safety of meat products consumption. In China, First-Tier cities refer to provincial capitals, municipalities directly under the Central Government (such as Beijing, Shanghai, Tianjin, and Chongqing), and municipalities directly linked with the Central Government in taxation (i.e., such cities do not need to send revenues to the provincial government) (such as Shenzhen, Ningbo, Qingdao, Dalian and Xiamen), whereas Second-Tier cities refer to cities with a population above 500,000, not including First-Tier cities.
  
  
• Develop efficient scale production of pork, beef, mutton, poultry and eggs;
  
  
• Develop processed meat and poultry products, with emphasis on chilled fresh meat, packaged meat and ready-to-eat meat products;
  
  
• Encourage consolidation of fragmented producers and distributors to form scale enterprises;
  
  
• Foster quality brands and modern chain distribution networks with emphasis on developing cold storage chains;
  
  
• Support the development of a competitive and quality domestic market; and
  
  
• Develop exports to international markets.

     Marketing and Distribution

     HZP markets the pork products through a sales team and a network of agents in twenty provinces throughout the PRC. The sales team is responsible for securing orders for the HZP’s pork products, maintaining and building relationships with existing customers and for securing new customers. HZP’s sales team is also involved in identifying new markets in line with the existing customer base and HZP’s geographical expansion plans.

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     HZP’s sales team travels to major cities in the PRC to market and sell the pork products to wholesale markets and selected retail chains in those cities. HZP usually transports pork products by refrigerated trucks. Railroads are used for transporting pork products to those cities that are located at a distance from our operations center in Changge City, Henan Province.

     In addition, the HZP’s sales team travels and markets pork products, vegetables and fruits to potential customers in Europe, Russia, the United States, Hong Kong and selected countries in Asia.

     HZP also sells directly to selected chains and independent resellers. Some of the major selection criteria HZP employs to screen resellers are as follows:

• Market potential of the reseller’s location;
  
  
• Competitiveness of the local market;
  
  
• Location and coverage;
  
  
• Traffic density and;
  
  
• Credibility of the operator and market development capacity.

     Storage and Transportation of Pork Products

     The pork products from freshly slaughtered pigs at HZP’s abattoirs are blast frozen after slaughtering to prevent deterioration of the meat caused by bacteria or chemical changes. Frozen meat is stored in cold storage facilities at a temperature of between –9.4 ^oF (–23^oC) and –0.4 ^oF (–18^oC) for 24 hours before being transported. Chilled meat is chilled to between 32^oF (0^oC) and 39.2 ^oF (4^oC) before being transported to customers. The chilled and frozen pork are maintained within the requisite temperature ranges, during subsequent handling, transportation and distribution to retain freshness and to prevent deterioration of the meat.

     Production of Chilled & Frozen Pork Products

     HZP’s veterinarians ensure that only healthy pigs are slaughtered at our abattoirs. HZP maintains all of the required licenses and certificates from the relevant central and local government authorities with regard to our pork production business. HZP was awarded the ISO 9001 certification for its pork production processes by the China Quality Certificate Center for Import and Export Commodities, the government body responsible for ISO certification in the PRC. The ISO 9001 certification indicates that our abattoirs and pork production operations comply with international standards of quality assurance established by the International Organization of Standardization.

     When pigs arrive at the abattoirs, HZP’s certified veterinarians, together with the local Animal Husbandry Department inspectors, conduct a physical inspection of the pigs to ascertain whether they are fit for human consumption. Blood and urine samples are obtained from a random sample of pigs which are tested for disease. The pigs are then weighed and are quarantined for approximately 24 hours during which only water is provided to the pigs.

     After the quarantine period has passed, HZP conducts another physical inspection of the pigs. This physical inspection is conducted jointly with the inspectors from the Animal Husbandry Department. Pigs that are found fit for human consumption will be slaughtered while those found to be deficient are

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immediately culled. We shower the pigs with water before and after slaughter to clean them. Instruments used for slaughtering and cutting up the carcasses are sterilized several times a day.

     Quality control checks are conducted at all production stages to detect and remove meat that is spoilt or has been infected by bacteria. The appearance of the skin, internal organs and the meat itself are subject to physical observation and laboratory testing to see if the pig is diseased.

     Every pig that is slaughtered in the abattoirs is assigned a serial number so that a trace can be run on any processed pig. All of these quality control checks are conducted by our veterinarians and quality control staff.

     A high level of hygiene is maintained at the HZP’s abattoirs. Anyone, including staff and visitors, who enter the abattoirs must first put on protective clothing and be sterilized with disinfectant. All packaging materials used for meat must also be sterilized.

     Quality Control System

     HZP was awarded ISO 9001 certification that covers its production, research and development and sales activities. All of HZP’s production lines have passed HACCP (Hazard Analysis and Critical Control Point) under GMP (Good Manufacturing Practice) and SSOP (Sanitation Standard Operating Procedure in China). In addition the Company has received U.S. FDA registration as well as EU certification.

     A total of seventy employees work in HZP’s quality assurance program. They consist of nine quality control engineers and 61 staff. The quality control laboratory meets and exceeds all standards set by the authorities and relevant agencies in the PRC.

     Competition

      The market for pork products is fragmented in the PRC. There are no genuine national market leaders in the industry. At the current time the largest companies in the industry that are known to HZP are as follows:

North-China Shuanghui (Shineway) Food Co., Ltd., Luohe, Henan, China
Main Products: Processed and packaged meat products
Year Established: 1997
Ownership Type: Limited liability
2002 Revenue (USD m): 868.08 (at an exchange rate of USD 1 = RMB 8.27, which is also used for
the USD-RMB conversion in the rest of this list) (RMB m: 7,179)
2001 Revenue (USD m): 575.57 (RMB m: 4,760)
Total Assets (USD m): 374.85 (RMB 3.1 billion)
Net Assets (USD m): 121.16 (RMB 1.002 billion)
Number of Employees: 150,000

Huashing Jiangquan Group, Linyi City, Shandong, China
Main Products: Meat products
Year Established: 1992
Ownership Type: Collectively owned
2002 Revenue (USD m): 325.63 (RMB m: 2,693)

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2001 Revenue (USD m): 261.91 (RMB m: 2,166)
Number of Employees: 16,300

Shandong Fengxian IDC Group, Liaocheng City, Shangdon, China
Main Products: Meat products
Year Established: 1994
Ownership Type: Limited liability
2002 Revenue (USD m): 195.65 (RMB m: 1,618)
2001 Revenue (USD m): 159.13 (RMB m: 1,316)
Number of Employees: 11,375

Nanjing Yurun Food Company, Nanjing, China
Main Products: frozen meat products
Year Established: 1993
2002 Revenue (USD m): 132.65 (RMB m: 1,097)
2001 Revenue (USD m): 99.03 (RMB m: 819)
Number of Employees: 5,100

Shanghai Maling Food Co., Ltd.- Shanghai Maling Aquarius Stock Co., Shanghai, China
Main Products: Canned luncheon meats, canned vegetables and ready meals
Year Established: 1933
Ownership Type: Publicly listed
2002 Revenue (USD m): 81.26 (RMB m: 672)
2001 Revenue (USD m): 76.30 (RMB m: 631)
Number of Employees: 1,935

Shanghai Meat Co., Ltd., Shanghai, China
Main Products: Pig slaughtering
Year Established: 1973
Ownership Type: State-owned
2001 Revenue (USD m): 47.64 (RMB m: 394)
Number of Employees: 1,452

Beijing Shunxin Agricultural Holding Co., Ltd., Beijing, China
Main Products: Meat-Slaughtering
Year Established: 1976
Ownership Type: Joint stock
2002 Revenue (USD m): 60.70 (RMB m: 502)
2001 Revenue (USD m): 46.80 (RMB m: 387)
Number of Employees: 1,002

Dacheng Farming & Animal Husbandry, Yingkou City, Liaoning, China
Main Products: Meat-slaughtering
Year Established: 1997
Ownership Type: Overseas Chinese-funded
2002 Revenue (USD m): 37.48 (RMB m: 310)

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2001 Revenue (USD m): 37.48 (RMB m: 310)
Number of Employees: 771

Chengdu Xiwang Food Co., Ltd., Chengdu City, Sichuan, China
Main Products: Pork sausages
Year Established: 1993
Ownership Type: Privately owned
2002 Revenue (USD m): 22.97 (RMB m: 190)
Number of Employees: 338

      Tyson Foods, Inc., U.S.A. has a joint venture with Shanghai Ocean Wealth Fish Products Corporation Limited.

      Hormel Foods Corporation, U.S.A., set up representative offices in China in 1995 and currently operates processing factories in Shanghai and Beijing.

     Employees

     Henan Zhongpin has 2,220 full-time employees of which 582 are technical staff.

			College Degree Holder &
Department		Total staff	Advanced Degrees
			Amount	Percentage%
	Finance	42	42	100
	Human Resources	9	9	100
	General Management	40	24	60
	Engineering	51	48	95
Henan Zhongpin	Procurement	9	8	90
Food Share
Co., Ltd	Quality Control	36	36	100
	Technology	49	49	100
	Strategic Planning	6	6	100
	Fresh Food Department	889	102	12
	Prepared Food Department	754	163	21
B. Henan Zhongpin Industry Co., Ltd		310	70	22
C. Henan Zhongpin Imports and Exports		25	25	100
Trade Co., Ltd.
	Total	2,220	582

     HZP’s employees are not members of any union or related group or subject to any collective bargaining agreement.

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Risk Factors

You should carefully consider, among other potential risks, the following risk factors as well as all other information set forth or referred to in this Report before purchasing shares of our common stock. Investing in our common stock involves a high degree of risk. If any of the following events or outcomes actually occurs, our business operating results and financial condition would likely suffer. As a result, the trading price of our common stock could decline, and you may lose all or part of the money you paid to purchase our common stock.

Risks Relating To Our Business

Our limited operating history makes it difficult to evaluate our future prospects and results of operations.

      We have a limited operating history. While HZP was established as a state-owned meat processing factory in 1993, the current management team purchased the business via a privatization scheme and commenced a restructuring of the enterprise in 1997. HZP commenced its retail operations in only 2000, and was profitable by 2003. Accordingly, you should consider our future prospects in light of the risks and uncertainties experienced by early stage companies in evolving markets such as the growing market for fresh meats and processed meat products in China. Some of these risks and uncertainties relate to our ability to:

• offer additional food products to attract and retain a larger customer base;
  
  
• attract additional customers and increased spending per customer;
  
  
• increase awareness of our brand and continue to develop customer loyalty;
  
  
• respond to competitive market conditions;
  
  
• respond to changes in our regulatory environment;
  
  
• manage risks associated with intellectual property rights;
  
  
• maintain effective control of our costs and expenses;
  
  
• raise sufficient capital to sustain and expand our business;
  
  
• attract, retain and motivate qualified personnel; and
  
  
• upgrade our technology to support additional research and development of new food products.

     If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.

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If there are any interruptions to or decline in the amount or quality of our live pigs, raw pork or other major raw material supply, our business could be materially and adversely affected.

     Live pigs and raw pork are the principal raw materials used in our production. We procure all of our live pigs and some of our raw pork from a number of third party suppliers. Our third party suppliers may not continue to be able to supply an adequate number of live pigs and raw pork to satisfy our present and future production needs. The supply of pork is dependent on the output of pig farms, which may be affected by outbreaks of diseases or epidemics. Our current suppliers may not be able to provide live pigs or raw pork of sufficient quality to meet our stringent quality control requirements. Any interruptions to or decline in the amount or quality of our live pigs or raw pork supply could materially disrupt our production and adversely affect our business. In addition to live pigs and raw pork, we also use additives and packaging in our production, which we source from third party suppliers, and resell a wide variety of fruits and vegetables, which we purchase from third party farms. Any interruptions to or decline in the amount or quality of our additives or packaging supply, or in the fruits or vegetables we procure, could also disrupt our production or sales and adversely affect our business.

We are vulnerable to further increases in the price of raw materials (particularly of live pigs and raw pork) and other operating costs, and we may not be able to entirely offset these increasing costs by increasing the prices of our products, particularly our processed meat products.

     We purchase agricultural products, such as live pigs, raw pork and a wide variety of fruits and vegetables, for use in our production process and for resale. The price of such raw materials is subject to fluctuations that are attributable to a number of factors, such as the price of animal feed, diseases and infections, and weather conditions. During 2004, prices of live pigs rose sharply. According to the Ministry of Agriculture of China, the average selling price of live pigs rose by approximately 35.6% from 2003 to 2004. If the costs of raw materials or other costs of production and distribution of our products increase further, and we are unable to entirely offset these increases by raising prices of our products, our profit margins and financial condition could be adversely affected.

We may be unable to anticipate changes in consumer preferences for processed meat products, which may result in decreased demand for our products.

     Our continued success in the processed meat products market is in large part dependent on our ability to anticipate and develop products that appeal to the changing tastes, dietary habits and preferences of customers. If we are not able to anticipate and identify new consumer trends and develop new products accordingly, demand for our products may decline and our operating results may be adversely affected. In addition, we may incur significant costs relating to developing and marketing new products or expanding our existing product lines in reaction to what we perceive to be a consumer preference or demand. Such development or marketing may not result in the level of market acceptance, volume of sales or profitability anticipated.

If the chilled and frozen pork market in China does not grow as we expect, our results of operations and financial conditions may be adversely affected.

     We believe chilled and frozen pork products have strong growth potential in China and, accordingly, we have continuously increased our sales of chilled and frozen pork. Since 2002, revenue attributable to our chilled and frozen pork products as a percentage of our total revenue has increased. If the chilled and frozen pork market in China does not grow as we expect, our business may be harmed, we may need to adjust our growth strategy and our results of operation may be adversely affected.

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We require various licenses and permits to operate our business, and the loss of or failure to renew any or all of these licenses and permits could materially adversely affect our business.

     In accordance with PRC laws and regulations, we are required to maintain various licenses and permits in order to operate our business, including, without limitation, a slaughtering permit in respect of each of our chilled and frozen pork production facilities and a permit for production of industrial products in respect of each of our processed meat production facilities. We are required to comply with applicable hygiene and food safety standards in relation to our production processes. Our premises and transportation vehicles are subject to regular inspections by the regulatory authorities for compliance with applicable regulations. Failure to pass these inspections, or the loss of or failure to renew our licenses and permits, could require us to temporarily or permanently suspend some or all of our production or distribution operations, which could disrupt our operations and adversely affect our business.

Our ability to export may be restricted if we cannot maintain current licenses or obtain additional licenses in other countries and regions.

     For the three years ended December 31, 2004 and the nine months ended September 30, 2005 revenue attributable to our export business as a percentage of our total revenue was approximately __%, __%, 11.5% and 12%, respectively. We must maintain certain licenses from applicable foreign governments in order to continue to export to those jurisdictions. In addition, we must apply for licenses from applicable foreign governments should we desire to export our products to countries with which we currently do not have business relations. We cannot assure you that we can maintain our current licenses for export or obtain licenses to export to countries with which we do not currently have business relations. The loss of any licenses or the inability to obtain new licenses to export may adversely affect our results of operations and financial condition.

We are highly dependent on senior management and key research and development personnel.

     We are highly dependent on our senior management to manage our business and operations and our key research and development personnel for the development of new processing technologies and food products and the enhancement of our existing products. In particular, we rely substantially on our chairman and chief executive officer, Mr. Xianfu Zhu, to manage our operations. We also depend on our key research personnel. In addition, we also rely on information technology and logistics personnel for the production, storage and shipment of our products and on marketing and sales personnel, engineers and other personnel with technical and industry knowledge to transport, market and sell our products. We do not maintain key man life insurance on any of our senior management or key personnel. The loss of any one of them, in particular Mr. Zhu, would have a material adverse effect on our business and operations. Competition for senior management and research and development personnel is intense and the pool of suitable candidates is limited. We may be unable to locate a suitable replacement for any senior management or key research and development personnel that we lose. In addition, if any member of our senior management or key research and development personnel joins a competitor or forms a competing company, they may compete with us for customers, business partners and other key professionals and staff members of our company. Although each of our senior management and key research and development personnel has signed a confidentiality and non-competition agreement in connection with his employment with us, we cannot assure you that we will be able to successfully enforce these provisions in the event of a dispute between us and any member of our senior management or key research and development personnel.

     We compete for qualified personnel with other food processing companies, food retailers logistics companies and research institutions. Intense competition for these personnel could cause our

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compensation costs to increase significantly, which could have a material adverse effect on our results of operations. Our future success and ability to grow our business will depend in part on the continued service of these individuals and our ability to identify, hire and retain additional qualified personnel. If we are unable to attract and retain qualified employees, we may be unable to meet our business and financial goals.

Our growth strategy may prove to be disruptive and divert management resources.

     Our growth strategy may involve large transactions and present financial, managerial and operational challenges, including diversion of management attention from existing businesses, difficulty with integrating personnel and financial and other systems, increased expenses, including compensation expenses resulting from newly-hired employees, assumption of unknown liabilities and potential disputes. We could also experience financial or other setbacks if any of our growth strategies incur problems of which we are not presently aware.

We may require additional financing in the future.

     We may need to obtain additional debt or equity to fund future capital expenditures. Additional equity may result in dilution to the holders of our outstanding shares of capital stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

• limit our ability to pay dividends or require us to seek consent for the payment of dividends;
  
  
• increase our vulnerability to general adverse economic and industry conditions;
  
  
• require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; and
  
  
• limit our flexibility in planning for, or reacting to, changes in our business and our industry.

We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

Our operations are cash intensive and our business could be adversely affected if we fail to maintain sufficient levels of working capital.

     We expend a significant amount of cash in our operations, principally to fund our raw material procurement. Our suppliers, in particular, suppliers of pigs, typically require payment in full within seven days after delivery, although some of our suppliers provide us with credit. In turn, we typically require our customers of chilled and frozen pork to make payment in full on delivery, although we offer some of our long-standing customers credit terms. We generally fund most of our working capital requirements out of cashflow generated from operations. If we fail to generate sufficient revenues from our sales, or if we experience difficulties collecting our accounts receivables, we may not have sufficient cashflow to fund our operating costs and our business could be adversely affected.

We may be unable to maintain our profitability in the face of a consolidating retail environment in China.

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     We sell substantial amounts of our products to supermarkets and large retailers. The supermarket and food retail industry in China has been, and is expected to continue, undergoing a trend of development and consolidation. As the food retail trade continues to consolidate and our retail customers grow larger and become more sophisticated, they may demand lower pricing and increased promotional programs. Furthermore, larger customers may be better able to operate on reduced inventories and potentially develop or increase their focus on private label products. If we fail to maintain a good relationship with our large retail customers, or maintain a wide offering of quality products, or if we lower our prices or increase promotional support of our products in response to pressure from our customers and are unable to increase the volume of our products sold, our profitability could decline.

Our operating results may fluctuate from period to period and if we fail to meet market expectations for a particular period, our share price may decline.

     Our operating results have fluctuated from period to period and are likely to continue to fluctuate as a result of a wide range of factors, including seasonal variations in live pig supply and processed meat products consumption. [For example, demand for our products in general is relatively high before the Chinese New Year in January or February each year and lower thereafter.] Our production and sales of chilled and frozen pork are generally lower in the summer, due to lower supply of live pigs. Interim reports may not be indicative of our performance for the year or our future performance, and period-to-period comparisons may not be meaningful due to a number of reasons beyond our control. We cannot assure you that our operating results will meet the expectations of market analysts or our investors. If we fail to meet their expectations, there may be a decline in our share price.

We derive a substantial portion of our revenues from sales in China and any downturn in the Chinese economy could have a material adverse effect on our business and financial condition.

     Substantially all of our revenues are generated from sales in China. We anticipate that revenues from sales of our products in China will continue to represent a substantial proportion of our total revenues in the near future. Any significant decline in the condition of the PRC economy could, among other things, adversely affect consumer buying power and discourage consumption of our products, which in turn would have a material adverse effect on our business and financial condition.

We rely on our exclusive network of showcase stores, network stores and supermarket brand counters for the success of our sales and our brand image, and should they perform poorly, our business and brand image could be materially and adversely affected.

     In addition to our sales to wholesale customers, we sell our products through showcase stores, network stores and supermarket brand counters. All of these retail based stores exclusively sell our pork products and display the Zhongpin logo on the fascia of the stores. For the years ended December 31, 2003 and 2004, these retail outlets accounted for approximately 39% and 47%, respectively, of our total revenue. If the sales performance of our retail based stores deteriorates, this could adversely affect the financial results of the company. In addition, any sanitation, hygiene, or food quality problems that might arise from the retail based stores could adversely affect our brand image and lead to a loss of sales. The company does not own or franchise any of the retail based stores.

We rely on the performance of our wholesale retailer and mass merchant customers for the success of our sales, and should they perform poorly or give priority to our competitors’ products, our business could be materially and adversely affected.

     In addition to our retail sales channel, we sell our products to supermarkets and large retailers,

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which in turn sell the products to end consumers. If the sales performance of our wholesale customers deteriorates, this could adversely affect the performance of our products. Furthermore, our wholesale customers also carry products which directly compete with our products for retail space and consumer purchases. There is a risk that our wholesale customers may give higher priority to products of, or form alliances with, our competitors. If our wholesale customers do not continue to purchase our products, or provide our products with similar levels of promotional support, our sales performance and brand imaging could be adversely affected.

The loss of any of our significant customers could have an adverse effect on our business.

     Our key customers are principally supermarkets and large retailers in the PRC. For the years ended December 31, 2002, 2003 and 2004 and the nine months ended September 30, 2005, sales to our largest five customers amounted in aggregate to approximately $5.8 million, $8.4 million, $11.1 million and $11.2 million, respectively, accounting for approximately 23%, 28%, 26% and 22%, respectively, of our total revenue. We have not entered into long-term supply contracts with any of these major customers. Therefore, there can be no assurance that we will maintain or improve the relationships with these customers, or that we will be able to continue to supply these customers at current levels or at all. If we cannot maintain long-term relationships with our major customers, the loss of a significant portion of our sales to them could have an adverse effect on our business, financial condition and results of operations.

Recent regulatory enforcement crackdowns on food processing companies in the PRC could adversely affect our businesses.

     Recently, the PRC government authorities have taken certain measures to maintain the PRC food market in good order and to improve the integrity of the PRC food industry, such as enforcing full compliance with industry standards and closing certain food processing companies in the PRC that did not meet regulatory standards. We cannot assure you that our businesses and operations will not be affected as a result of the deteriorating reputation of the food industry in the PRC due to recent scandals regarding food products.

Environmental regulations and related litigation could have a material adverse effect on our business and results of operations.

     Our operations and properties are subject to extensive and increasingly stringent laws and regulations pertaining to, among other things, the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. Failure to comply with any laws and regulations and future changes to them may result in significant consequences to us, including civil and criminal penalties, liability for damages and negative publicity.

     We have incurred, and will continue to incur, significant capital and operating expenditures to comply with these laws and regulations. We cannot assure you that additional environmental issues will not require currently unanticipated investigations, assessments or expenditures, or that requirements applicable to us will not be altered in ways that will require us to incur significant additional costs.

Our controlling shareholder has significant influence over our management and affairs and could exercise this influence against your best interests.

     Mr. Zhu, our controlling shareholder, beneficially owns approximately 34.1% of our outstanding shares of common stock (which includes shares of common stock issuable upon conversion of our outstanding shares of Series A Convertible Preferred Stock), and our other executive officers and directors collectively beneficially own an

21

additional 4.5% of our outstanding shares of common stock. As a result, pursuant to our By-laws and applicable laws and regulations, our controlling shareholder and our other executive officers and directors are able to exercise significant influence over our Company, including, but not limited to, any shareholder approvals for the election of our Directors and, indirectly, the selection of our senior management, the amount of dividend payments, our annual budget, increases or decreases in our share capital, new securities issuance, mergers and acquisitions and any amendments to our By-laws. Furthermore, this concentration of ownership may delay or prevent a change of control or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could decrease the market price of our shares.

Deterioration of our perishable products may occur due to delivery delays, malfunctioning of freezer facilities or poor handling during transportation, which could adversely affect our business, results of operations and financial condition.

     The condition of our food products (being perishable goods) may deteriorate due to shipment or delivery delays, malfunctioning of freezer facilities or poor handling during delivery by shippers or intermediaries. We are not aware of any instances whereby we were made to compensate for delivery delays, malfunctioning of freezer facilities or poor handling during transportation. However, there is no assurance that such incidents will not occur in the future. In the event of any delivery delays, malfunctioning of freezer facilities or poor handling during transportation, we may have to make compensation payments and our reputation, business goodwill and revenue will be adversely affected.

Unexpected business interruptions could adversely affect our business.

     Our operations are vulnerable to interruption by fire, power failure and power shortages, hardware and software failure, floods, computer viruses and other events beyond our control. In particular, China, especially eastern and southern China, is experiencing frequent electricity shortages. In addition, we do not carry business interruption insurance to compensate us for losses that may occur as a result of these kinds of events and any such losses or damages incurred by us could disrupt our production and other operations.

If we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud; as a result, current and potential shareholders could lose confidence in our financial reports, which could harm our business and the trading price of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting and have our independent registered public accounting firm annually attest to our evaluation, as well as issue their own opinion on our internal controls over financial reporting, beginning with our Annual Report on Form 10-K for the fiscal year ended December 31, 2007. We plan to prepare for compliance with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention, especially given that we have not yet undertaken any efforts to comply with the requirements of Section 404. We cannot be certain that the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a

22

material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on one of the Nasdaq Stock Markets or national securities exchanges, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price.

We will incur increased costs as a public company which may affect our profitability and an active trading market.

      As part of a public company, HZP will incur significant legal, accounting and other expenses that it did not incur as a private company. We are now subject to the SEC’s rules and regulations relating to public disclosure. SEC disclosures generally involve a substantial expenditure of financial resources. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC, have required changes in corporate governance practices of public companies. We expect that full compliance with these new rules and regulations will significantly increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, we will be required to create additional board committees and adopt policies regarding internal controls and disclosure controls and procedures. Such additional reporting and compliance costs may negatively impact our financial results. To the extent our earnings suffer as a result of the financial impact of our SEC reporting or compliance costs, our ability to develop an active trading market for our securities could be harmed.

Risks Relating To Our Industry

The pig slaughtering and processed meat industries in China are subject to extensive government regulation, which is still evolving.

     The pig slaughtering and processed meat industries in China are heavily regulated by a number of governmental agencies, including primarily the Ministry of Agriculture, the Ministry of Commerce, the Ministry of Health, the General Administration of Quality Supervision, Inspection and Quarantine and the State Environmental Protection Administration. These regulatory bodies have broad discretion and authority to regulate many aspects of the pig slaughtering and processed meat industries in China, including, without limitation, setting hygiene standards for production and quality standards for processed meat products. In addition, the pig slaughtering and processed meat products regulatory framework in China is still in the process of being developed. If the relevant regulatory authorities set standards with which we are unable to comply or which increase our production costs and hence our prices so as to render our products non-competitive, our ability to sell products in China may be limited.

The pig slaughtering and processed meat industries in China may face increasing competition from both domestic and foreign companies, as well as increasing industry consolidation, which may affect our market share and profit margin.

     The pig slaughtering and processed meat industries in China are highly competitive. Our processed meat products are targeted at mid to high end consumers, a market in which we face increasing competition, particularly from foreign suppliers. In addition, the evolving government regulations in relation to the pig slaughtering industry has driven a trend of consolidation through the industry, with smaller operators unable to meet the increasing costs of regulatory compliance and therefore at a competitive disadvantage. We believe that our ability to maintain our market share and grow our operations within this landscape of changing and increasing competition is largely dependant upon our ability to distinguish our products and services.

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     In addition, prior to China’s entry into the World Trade Organization (“WTO”), high barriers to entry existed for many potential competitors in HZP’s business through the use of tariffs and restrictive import licensing and distribution practices. China’s admission to WTO has lowered some of the tariffs and other barriers to entry so we can expect that competition will increase.

     We cannot assure you that our current or potential competitors will not develop products of a comparable or superior quality to ours, or adapt more quickly than we do to evolving consumer preferences or market trends. In addition, our competitors in the raw meat market may merge or form alliances to achieve a scale of operations or sales network which would make it difficult for us to compete. Increased competition may also lead to price wars, counterfeit products or negative brand advertising, all of which may adversely affect our market share and profit margin. We cannot assure you that we will be able to compete effectively with our current or potential competitors.

The outbreak of animal diseases, including the recent outbreak affecting those in contact with streptococcus suis-infected pigs in Sichuan Province, PRC, or other epidemics could adversely affect our operations.

     An occurrence of serious animal diseases, such as foot-and-mouth disease, or any outbreak of other epidemics in China affecting animals or humans might result in material disruptions to our operations, material disruptions to the operations of our customers or suppliers, a decline in the supermarket or food retail industry or slowdown in economic growth in China and surrounding regions, any of which could have a material adverse effect on our operations and turnover. Recently there has been an outbreak of streptococcus suis in pigs, principally in Sichuan Province, PRC, with a large number of cases of human infection following contact with diseased pigs. Our procurement and production facilities are located in Henan Province, PRC and were not affected by the streptococcus suis infection. However, there can be no assurance that our facilities or products will not be affected by an outbreak of this disease or similar ones in the future, or that the market for pork products in the PRC will not decline as a result of fear of disease. In either case, our business, results of operations and financial condition would be adversely and materially affected.

Consumer concerns regarding the safety and quality of food products or health concerns could adversely affect sales of our products.

     Our sales performance could be adversely affected if consumers lose confidence in the safety and quality of our products. Consumers in the PRC are increasingly conscious of food safety and nutrition. Consumer concerns about, for example, the safety of pork products, or about the safety of food additives used in processed meat products, could discourage them from buying certain of our products and cause our results of operations to suffer.

We may be subject to substantial liability should the consumption of any of our products cause personal injury or illness.

     The sale of food products for human consumption involves an inherent risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties or product contamination or degeneration, including the presence of foreign contaminants, chemical, substances or other agents or residues during the various stages of the procurement and production process. While we are subject to governmental inspections and regulations, we cannot assure you that consumption of our products will not cause a health-related illness in the future, or that we will not be subject to claims or lawsuits relating to such matters.

     Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity

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surrounding any assertions that our products caused personal injury or illness could adversely affect our reputation with customers and our corporate and brand image. In line with industry practice, we do not maintain product liability insurance. Furthermore, our products could potentially suffer from product tampering, contamination or degeneration or be mislabeled or otherwise damaged. Under certain circumstances, we may be required to recall products. Even if a situation does not necessitate a product recall, we cannot assure you that product liability claims will not be asserted against us as a result. A product liability judgment against us or a product recall could have a material adverse effect on our business, financial condition or results of operations.

Our product and company name may be subject to counterfeiting and/or imitation, which could impact upon our reputation and brand image as well as lead to higher administrative costs.

     We regard brand positioning as the core of our competitive strategy, and intend to position our brand, “Zhongpin” to create the perception and image of “health, nutrition, freshness and quality” in the minds of our customers. There have been frequent occurrences of counterfeiting and imitation of products in the PRC in the past. We cannot guarantee that counterfeiting or imitation of our products will not occur in the future or that we will be able to detect it and deal with it effectively. Any occurrence of counterfeiting or imitation could impact negatively upon our corporate and brand image, particularly if the counterfeit or imitation products cause sickness, injury or death to consumers. In addition, counterfeit or imitation products could result in a reduction in our market share, a loss of revenues or an increase in our administrative expenses in respect of detection or prosecution.

Risks Relating To Conducting Business in the PRC

     Substantially all of our assets and projects are located in the PRC, and substantially all of our revenue is sourced from the PRC. Accordingly, our results of operations and financial position are subject to a significant degree to economic, political and legal developments in the PRC, including the following risks:

Economic, political and social conditions and government policies in China could have a material adverse effect on our business, financial condition and results of operations.

     The economy of China differs from the economies of most developed countries in many respects, including, but not limited to:

•	structure	•	capital re-investment
•	government involvement	•	allocation of resources
•	level of development	•	control of foreign exchange
•	growth rate	•	rate of inflation

     The economy of China has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industries by imposing industrial policies. It also exercises significant control over China’s economic growth through allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

     Policies and other measures taken by the PRC government to regulate the economy could have a significant negative impact on economic conditions in China, with a resulting negative impact on our

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business. For example, our financial condition and results of operations may be materially and adversely affected by:

• new laws and regulations and the interpretation of those laws and regulations;
  
  
• the introduction of measures to control inflation or stimulate growth;
  
  
• changes in the rate or method of taxation;
  
  
• the imposition of additional restrictions on currency conversion and remittances abroad; or
  
  
• any actions which limit our ability to develop, produce, import or sell our products in China, or to finance and operate our business in China.

Recent PRC regulations relating to acquisitions of PRC companies by foreign entities may limit our ability to acquire PRC companies and adversely affect the implementation of our strategy as well as our business and prospects.

     The PRC State Administration of Foreign Exchange, or SAFE, issued a public notice in January 2005 concerning foreign exchange regulations on mergers and acquisitions in China. The public notice states that if an offshore company controlled by PRC residents intends to acquire a PRC company, such acquisition will be subject to strict examination by the relevant foreign exchange authorities. The public notice also states that the approval of the relevant foreign exchange authorities is required for any sale or transfer by the PRC residents of a PRC company’s assets or equity interests to foreign entities, such as us, for equity interests or assets of the foreign entities.

     In April 2005, SAFE issued another public notice further explaining the January notice. In accordance with the April notice, if an acquisition of a PRC company by an offshore company controlled by PRC residents has been confirmed by a Foreign Investment Enterprise Certificate prior to the promulgation of the January notice, the PRC residents must each submit a registration form to the local SAFE branch with respect to their respective ownership interests in the offshore company, and must also file an amendment to such registration if the offshore company experiences material events, such as changes in the share capital, share transfer, mergers and acquisitions, spin-off transaction or use of assets in China to guarantee offshore obligations.

     If we decide to acquire a PRC company, we cannot assure you that we or the owners of such company, as the case may be, will be able to complete the necessary approvals, filings and registrations for the acquisition. This may restrict our ability to implement our acquisition strategy and adversely affect our business and prospects. In addition, if such registration cannot be obtained, our company will not be able to receive dividends declared and paid by our subsidiaries in the PRC and may be forbidden from paying dividends for profit distribution or capital reduction purposes.

Further movements in exchange rates may have a material adverse effect on our financial condition and results of operations.

     At present, almost all of our domestic sales are denominated in Renminbi [and our export sales are denominated primarily in U.S. dollars. In addition, we incur a portion of our cost of sales in Euros, U.S. dollars and Japanese yen in the course of our purchase of imported production equipment and raw materials]. Since 1994, the conversion of the Renminbi into foreign currencies has been based on rates set by the People’s Bank of China, and the exchange rate for the conversion of the Renminbi to U.S. dollars

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had generally been stable. However, starting from July 21, 2005, the PRC government moved the Renminbi to a managed floating exchange rate regime based on market supply and demand with reference to a basket of currencies. As a result, the Renminbi is no longer directly pegged to the U.S. dollar. The exchange rate of the U.S. dollar against the Renminbi was adjusted from approximately RMB8.28 per U.S. dollar on July 20, 2005 to RMB8.11 per U.S. dollar on July 21, 2005. The exchange rate may become volatile, the Renminbi may be revalued further against the U.S. dollar or other currencies or the Renminbi may be permitted to enter into a full or limited free float, which may result in an appreciation or depreciation in the value of the Renminbi against the U.S. dollar or other currencies, any of which could have a material adverse effect on our financial condition and results of operations.

Governmental control of currency conversion may affect the value of your investment.

     The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency outside of China. We receive substantially all of our revenues in Renminbi. Under our current structure, our income is primarily derived from payments from HZP. Shortages in the availability of foreign currency may restrict the ability of HZP to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy its foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate government authorities is required in those cases in which Renminibi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at is discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

HZP is subject to restrictions on making payments to us.

      We are a holding company incorporated in the State of Delaware and do not have any assets or conduct any business operations other than our investment in our subsidiary in China, HZP. As a result of our holding company structure, we rely entirely on payments or dividends from HZP for our cash flow to fund our corporate overhead and regulatory obligations. The PRC government also imposes controls on the conversion of Renminibi into foreign currencies and the remittance of currencies out of China. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. Further, if our subsidiary in China incurs debt on its own in the future, the instruments governing the debt may restrict its ability to make payments. If we are unable to receive all of the revenues from our operations through these contractual or dividend arrangements, we may be unable to pay dividends on our shares of common stock.

Uncertainties with respect to the PRC legal system could adversely affect us.

      We conduct our business primarily through our subsidiary in the PRC, HZP. Our operations in China are governed by PRC laws and regulations. We are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.

      Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully-integrated

27

legal system and recently-enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve certainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

It may be difficult to effect service of process upon us or our Directors or senior management who live in the PRC or to enforce any judgments obtained from non-PRC courts.

Our operations are conducted and assets are located within the PRC. In additional, [all] [most] of our Directors and our senior management personnel reside in China, where substantially all of their assets are located. You may experience difficulties in effecting service of process upon us, our Directors or our senior management as it may not be possible to effect such service of process outside China. In addition, our PRC counsel, DeHeng Law Office, has advised us that China does not have treaties with the United States and many other countries providing for reciprocal recognition and enforcement of court judgments. Therefore, recognition and enforcement in China of judgments of a court in the United States or certain other jurisdictions may be difficult or impossible.

Risk Relating to an Investment in Our Securities

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

      We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide or may be unable due to pay any dividends. We intend to retain all earnings for our company’s operations.

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

      As long as the trading price of our common shares is below $5 per share, the open-market trading of our common shares will be subject to the “penny stock” rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities an Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common stock, and may result in decreased liquidity for our common stock and increased transaction costs for sales and purchases of our common stock as compared to other securities.

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Our common stock is thinly traded and, you may be unable to sell at or near “ask” prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

      We cannot predict the extent to which an active public market for our common stock will develop or be sustained. However, we do not rule out the possibility of applying for listing on the Nasdaq National Market or other exchanges. Our common stock has historically been sporadically or “thinly-traded” on the “Over-the-Counter Bulletin Board,” meaning that the number of persons interested in purchasing our common stock at or near bid prices at any give time may be relatively small or nonexistent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-adverse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

      The market price of our common stock is particularly volatile given our status as a relatively small company with a small and thinly traded “float” that could lead to wide fluctuations in our share price. The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

      The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. As noted above, our common stock is sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. The following factors also may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes; additions to or departures of our key personnel, as well as other items discussed under this “Risk Factors” section, as well as elsewhere in this Report. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its current market prices, or as to what effect the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price. However, we do not rule out the possibility of applying for listing on the Nasdaq National Market or another exchange.

      Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through pre-arranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters

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and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Volatility in our common stock price may subject us to securities litigation.

      The market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect our share price will be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Legislative actions, higher insurance costs and potential new accounting pronouncements may impact our future financial position and results of operations.

      There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or additional regulatory rulings that will have an impact on our future financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes, as well as proposed legislative initiatives following the Enron bankruptcy, are likely to increase general and administrative costs and expenses. In addition, insurers are likely to increase premiums as a result of high claims rates over the past several years, which we expect will increase our premiums for insurance policies. Further, there could be changes in certain accounting rules. These and other potential changes could materially increase the expenses we report under generally accepted accounting principles, and adversely affect our operating results.

Past activities of our company and its affiliated may lead to future liability for our company.

      Prior to our acquisition of HZP on January 30, 2006, we engaged in businesses unrelated to our current operations. Although certain previously controlling shareholders of our company are providing certain indemnifications against any loss, liability, claim, damage or expense arising out of or based on any breach of or inaccuracy in any of their representations and warranties made regarding such acquisition, any liabilities relating to such prior business against which we are not completely indemnified may have a material adverse effect on our company.

The market price for our stock may be volatile.

      The market price for our stock may be volatile and subject to wide fluctuations in response to factors including the following:

• actual or anticipated fluctuations in our quarterly operations results;
  
  
• changes in financial estimates by securities research analysts;
  
  
• conditions in foreign or domestic meat processing or agricultural markets;

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• changes in the economic performance or market valuations of other meat processing companies;
  
  
• announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;
  
  
• addition or departure of key personnel;
  
  
• fluctuations of exchange rates between the RMB and the U.S. dollar;
  
  
• intellectual property litigation;
  
  
• general economic or political conditions in China.

      In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our stock.

Future sales of shares of our common stock may decrease the price for such shares.

      After the one-year holding period requirement under Rule 144 expires on January 30, 2007 on the shares of our common stock issued to former shareholders of HZP in the acquisition of that company, or sooner if we achieve registration of part or all of those shares, a large number of shares of our common stock will be eligible for resale on the open market, many without any restrictions as to size or frequency of such sales. Actual sales, or the prospect of sales by our shareholders, may have a negative effect on the market price of the shares of our common stock. We may also register certain shares of our common stock that are subject to outstanding warrants, convertible promissory notes and stock options, or reserved for issuance under our stock option plans. Once such shares are registered, they can be freely sold in the public market upon exercise of the options. If any of our shareholders either individually or in the aggregate cause a large number of securities to be sold in the public market, or if the market perceives that these holders intend to sell a large number of securities, such sales or anticipated sales could result in a substantial reduction in the trading price of shares of our common stock and could also impede our ability to raise future capital.

Mergers of the type we just completed with HZP are often heavily scrutinized by the SEC and we may encounter difficulties or delays in obtaining future regulatory approvals.

      Historically, the SEC and Nasdaq have not generally favored transactions in which a privately-held company merges into a largely inactive company with publicly traded stock, and there is a significant risk that we may encounter difficulties in obtaining the regulatory approvals necessary to conduct future financing or acquisition transactions, or to eventually achieve a listing of shares on one of the Nasdaq stock markets or on a national securities exchange. On June 29, 2005, the SEC adopted rules dealing with private company mergers into dormant or inactive public companies. As a result, it is likely that we will be scrutinized carefully by the SEC and possibly by the National Association of Securities Dealers or Nasdaq, which could result in difficulties or delays in achieving SEC clearance of any future registration statements or other SEC filings that we may pursue, in attracting NASD-member broker-dealers to serve as market-makers in our common stock, or in achieving admission to one of the Nasdaq stock markets or any other national securities market. As a consequence, our financial condition and the value and liquidity of your shares of our common stock may be negatively impacted.

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Quantitative and Qualitative Disclosures about Market Risk

The primary objective of HZP’s investment activities is to reinvest its capital internally for the purpose of funding business operations, while at the same time maximizing the income HZP receives from its operations without significantly increasing risk. To achieve these objectives, HZP’s investment policy allows it to maintain a portfolio of cash equivalents and short-term investments in a variety of securities, including commercial paper and money market funds. HZP’s cash and investments at December 31, 2005 consisted primarily of cash in bank accounts. Note, however, that the Chinese government at present uses a regime of fixed exchange rates (currently 8.10 RMB for 1 USD), and if this system is changed, fluctuations in the exchange rates will have an impact on HZP’s business, including its investment policies.

Selected Financial Information

Fiscal	Net sales or	Income	Income (loss)	Total assets	Long-term	Cash dividends
Year	operating	(loss) from	from		obligations and	declared per
	revenues	continuing	continuing		redeemable preferred	common share
		operations	operations		stock	(or equivalent)
			per common
			share
2004	$42,787,153	$2,768,473	$0.25	$32,166,606	$7,637,980	--
2003	$29,593,493	$1,536,272	$0.14	$27,528,255	$8,682,130	$0.0310
2002	$24,191,496	$1,052,875	$0.09	$18,180,459	$5,533,816	$0.0317
2001	$17,399,572	$907,070	$0.08	$9,890,149	$2,123,078	$0.0321
2000	$11,096,014	$375,004	$0.03	$7,280,662	$861,259	$0.0233

Management’s Discussion and Analysis or Plan of Operation

     The information presented in this section should be read in conjunction with the information contained in the financial statements, including the notes thereto, appearing elsewhere in this registration statement. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this registration statement.

RESULTS OF OPERATIONS

Overview

Founded in 1993, the HZP is principally engaged in the meat and food processing business in the

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People’s Republic of China (the “PRC” or “China”). Currently, HZP has five processing plants located in Henan Province in the PRC, with a total of seven production lines. HZP’s products are sold under the Zhongpin brand name. HZP’s customers include over ten international fast food companies in China, over 30 export-registered processing factories and over 1,200 school cafeterias, factory canteens, army posts and national departments. HZP also sells directly to over 2,000 retail outlets, including supermarkets, within the PRC.

In 2005, HZP was one of the top 151 national agricultural industrial enterprises in the PRC and is ranked eighth overall, in terms of revenue, in the national meat industry. HZP possesses state-of-the-art equipment in its abattoirs and processing facilities. During the past five years, HZP’s growth rate has exceeded 50% percent in terms of both revenues and net profits. HZP has established distribution networks in more than 20 provinces in the North, East, South and South Midland of China, and also has formed strategic partnerships with leading supermarket chains and the catering industry in China. HZP is currently exporting products to the European Union, Southeast Asia and Russia.

Earnings for the nine months ended September 30, 2005 were $5.32 million, or $0.47 per share, compared to $2.17 million, or $0.19 per diluted share, in the nine months ended September 30, 2004. Operations for the nine months ended September 30, 2005 benefited from higher revenue growth in meat and meat products and vegetables and fruits.

HZP began construction of a third fully dedicated case-ready plant in fiscal 2005. This plant is scheduled to begin operating in fiscal 2006, and once fully operational, it is expected to increase meat processing capacity by 60,000 metric tons.

HZP's fiscal year was changed from fiscal year ended June 30 to fiscal year ended December 31.

Outlook

As the HZP begins fiscal 2006, its intent is to continue to focus on the implementation of HZP strategic plan to continue the growth that HZP has experienced in the last four years. HZP’s goal for fiscal 2006 is to increase its product sales to more than $110 million, an increase of approximately $40 million as compared to the pro forma fiscal 2005.

HZP expects to complete the construction of a new, fresh chilled meat processing facility and to expand HZP’s capability in temperature controlled, physical logistic systems. In addition, HZP expects to expand its capital base, scale up operations and develop new markets, streamline supply chain management, invest in training and human resources development and accelerate revenue and profit growth.

In fiscal 2006, HZP expects the pork and pork products segment results to remain solid and achieve growth exceeding 50%. Currently, live hog prices are expected to be remain favorable in fiscal 2006 as compared to fiscal 2005, supply is expected to be ample and HZP anticipates good demand for pork going into the start of fiscal 2006. HZP anticipates operating income will be slightly impacted in fiscal 2006 by higher energy costs. The vegetables and fruits segment is also expected to achieve accelerated growth that would exceed 50%. HZP anticipates increasing market share in the meat and meat products segment in target markets in fiscal 2006.

Nine months ended September 30, 2005 vs. nine months ended September 30, 2004

Revenues increased $19.84 million or 63%, with a 1% increase in average sales price and a 62% increase in volume. The increase in revenues was primarily due to increased sales in HZP’s meat and

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meat products segment resulting from the effects of increasing number of branded stores sales and a widening wholesale customer base.

Cost of goods sold increased $15.79 million or 59%. As a percent of sales, cost of goods sold decreased from 86% to 83%. The decrease in cost of sales was primarily due to lower raw material costs of approximately 3% in the nine months ended September 30, 2005 as compared to the same period last year.

Selling, general and administrative expenses decreased $17,000 or 2%. As a percent of sales, selling, general and administrative expenses decreased from 2.60% to 1.56% . The decrease was primarily due to an increase of sales volume and improved efficiency due to economies of scale.

Interest expense increased $0.31 million or 35%, primarily resulting from a 23% increase in HZP’s average indebtedness. The overall weighted average borrowing rate increased from 7.23% to 7.99% .

Other income decreased $0.61 million as compared to nine months ended September 30, 2004, primarily resulting from a decrease of allowance income.

The effective tax rate is 33% for prepared products and there is no income tax for raw products in the nine months ended September 30, 2005 and the same rates applied in the nine months ended September 30, 2004.

Segment Information

HZP operates in two business segments: meat and meat products, and vegetables and fruits.

Pork and pork products segment is involved primarily in the processing of live market hogs into fresh, frozen and processed pork products. The meat and meat products segment markets its products domestically to Company branded stores, food retailers, foodservice distributors, restaurant operators and noncommercial foodservice establishments such as schools, hotel chains, healthcare facilities, the military and other food processors, as well as to international markets.

Vegetables and fruits segment is involved primarily in the processing of fresh vegetables and fruits. HZP contracts with more than 120 farms in Henan Province and nearby areas to produce high-quality vegetable varieties and fruits suitable for export purposes. The proximity of the contracted farms to HZP’s operations ensures freshness from harvest to processing. HZP contracts to grow more than 20 categories of vegetables and fruits, including asparagus, sweet corn, broccoli, mushrooms, lima beans and strawberries.

Sales by
Segment									in millions
	Sales
	Nine
	months		Sales						Average
	ended Sep		Nine months ended		Sales		Volume		Sales Price
	30, 2005		Sep 30, 2004		Net Change		Change		Change
Pork &
Pork
Products	$	49.41	$	30.63	$	18.78	60	%	0.7	%
Vegetables
& Fruits		1.77		0.72		1.06	116	%	15	%
Total	$	51.18	$	31.35	$	19.84	62	%	1	%

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Operating Income by Segment									in millions
	Operating		Operating
	Income		Income
	Nine months		Nine months		Operating		Operating		Operating
	ended		ended Sep 30,		Income		Margin		Margin
	Sep 30, 2005		2004		Change		Sep 30, 2005		Sep 30, 2004
Pork & Pork
Products	$	6.46	$	2.27	$	4.19	13.06	%	7.42	%
Vegetables
& Fruits		0.16		0.06		0.10	8.75	%	8.53	%
Total	$	6.61	$	2.33	$	4.28	12.91	%	7.45	%

Pork segment sales increased 61% in the nine months ended September 30, 2005 as compared to the same period last year. The increase in sales was primarily due to higher volumes, caused largely by an increasing wholesale customer base and an increasing number of Company branded stores and increasing number of supermarkets that are purchasing the pork and pork products of HZP. Pork and pork products segment operating income increased $4.19 million in the nine months ended September 30, 2005, as compared to the same period last year.

Vegetables and fruits segment sales increased 147% in the nine months ended September 30, 2005 as compared to the same period last year. The increase in sales primarily resulted from the effects of a higher export sales. The nine months ended September 30, 2005 operating income increased $0.10 million as compared to the prior year.

RECENTLY ISSUED ACCOUNTING STANDARDS AND REGULATIONS

In March 2005, the Financial Accounting Standards Board (FASB) issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” an interpretation of FASB Statement No. 143 (the Interpretation). Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143), was issued in June 2001 and requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. SFAS No. 143 applies to legal obligations associated with the retirement of a tangible long-lived asset that resulted from the acquisition, construction, development and (or) the normal operation of a long-lived asset. The associated asset costs are capitalized as part of the carrying amount of the long-lived asset. The Interpretation clarifies that the term “conditional asset retirement obligation”as used in SFAS No. 143, refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The Interpretation requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. SFAS No. 143 acknowledges that in some cases, sufficient information may not be available to reasonably estimate the fair value of an asset retirement obligation. The Interpretation is effective for fiscal years ending after December 15, 2005. HZP is currently in the process of evaluating any potential effects of the Interpretation but does not believe its adoption will have a material impact on its consolidated financial statements.

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R), which is a revision of FASB Statement No. 123, “Accounting for

35

Stock-Based Compensation” (SFAS No. 123). SFAS No. 123R supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and amends FASB Statement No. 95, “Statement of Cash Flows.” The revision requires companies to measure and recognize compensation expense for all share-based payments to employees, including grants of employee stock options, in the financial statements based on the fair value at the date of the grant. SFAS No. 123R permits companies to adopt its requirements using either the modified prospective method or the modified retrospective method. Under the modified prospective method, compensation cost is recognized beginning with the effective date for all share-based payments granted after the effective date and for all awards granted to employees prior to the effective date of SFAS No. 123R that remain unvested on the effective date. The modified retrospective method includes the requirements of the modified prospective method, but also permits entities to restate either all prior periods presented or prior interim periods of the year of adoption for the impact of adopting this standard. HZP will apply the modified prospective method upon adoption. In April 2005, the Securities and Exchange Commission announced it would provide for phased-in implementation of SFAS No. 123R. As a result, SFAS No. 123R is effective for the first interim or annual reporting period of the registrant’s first fiscal year beginning on or after June 15, 2005. HZP estimates that compensation expense related to employee stock options for fiscal 2006 is expected to be in the range of $0.5 -$1.0 million. SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation costs to be reported as financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. HZP believes this reclassification will not have a material impact on its Consolidated Statements of Cash Flows.

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 151, "Inventory Costs" (SFAS No. 151). SFAS No. 151 requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted material expenses to be recognized as current period charges. Additionally, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The standard is effective for fiscal years beginning after June 15, 2005. HZP believes the adoption of SFAS No. 151 will not have a material impact on its consolidated financial statements.

Properties

Facilities

     HZP’s corporate headquarters are located at 21 Changshe Rd., Changge City, Henan Province, The People’s Republic of China.

     In addition HZP owns the following key processing, distribution and/or warehousing facilities:

1.	Slaughterhouse, Fresh & Cold Meat Products Processing Plant Address: South Part, 311 Road, Yanling County, Henan Province Size: 210,760 sq. ft. (19,600 sq. meters) Ownership: Owned by Company
2.	Meat Products Processing Plant
	Address: 21 Changshe Road, Changge City, Henan Province Size: 256,996 sq. ft. (23,900 sq. meters) Ownership: Owned by Company
3.	Low Temperature Meat Products Processing Plant
	Address: South Part, Changxin Road, Changge City, Henan Province Size: 362,376 sq. ft. (33,700 sq. meters) Ownership: Owned by Company

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4.	Fruit & Vegetable Products Processing Plant
	Address: South Part, Changxin Road, Changge City, Henan Province Size: 410,765 sq. ft. (38,200 sq. meters) Ownership: Owned by Company
5.	Logistic Center & Warehouse
	Address: 21 Changshe Road, Changge City, Henan Province Size: 118,283 sq. ft. (11,000 sq. meters) Ownership: Owned by Company

The Company’s Retail Network

     Showcase Stores

     Based on market research and evolving consumption trends, the Company has taken a customer driven approach and focused on core customers, the new middle class in China. This is the consumer segment that has disposable income and is willing to spend on quality goods and services. We are pursuing the first-mover advantage and have acted quickly to develop the concept of high-end specialty boutique grocery chain stores, “the showcase stores” with the freshest pork products, highest quality farm grown vegetables and other merchandise that is designed to be convenient to a two income, middle class family who shops daily after work.

     The showcase stores are designed to highlight all of HZP’s products together and provide customers with a total view of what HZP is about. Currently there are 66 showcase stores that are located at “Main & Main” locations in major cities within Henan Province. The showcase stores share the same design and physical layout as provided by the Company to the store operators. The stores are managed following the Company’s operating procedures and the employees of the stores have gone through a vigorous three months training program provided by the Company. On average ninety percent of all revenues generated in such stores come from selling HZP products. The showcase stores are owned and operated by independent operators. The merchandising and pricing policies are set by the Company.

     Network Stores

     In addition to the showcase stores, there are 325 network stores. Network stores are owned and operated by independent operators. Approximately seventy percent of revenues generated from such stores come from selling HZP’s branded products. The Company provides the operators standardized physical design and layout of the store. The operators of the network stores manage the business following established Company management guidelines and pricing policies. The stores have the right to use the “Zhongpin” logos and brands.

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Retail Stores – Geographical Locations

		Showcase	Network
Region	Main Provinces & Cities	Stores	Stores
	Zhengzhou and Second
Henan	Tier Cities	52	118
North and	Beijing, Tianjin and main
Northeast	cities in Hebei, Liaoning	7	86
China	and Jilin Province
	Shanghai & main cities in
East	Zhejiang, Jiangsu, Fujian,	3	69
China	Anhui and Shandong
	Province
Mid-	Main cities in Hunan and
South	Hubei Province	2	24
China
	Guangzhou, Shenzhen
South	and Zhujiang Delta Area	2	28
China
Northwest	Main cities in Shanxi and	—	—
China	Gansu Province
Southwest	Chongqing and main	—	—
China	cities in Sichuan Province
Total		66	325

Security Ownership of Certain Beneficial Owners & Management

     The following table sets forth information on the beneficial ownership of the our common stock by executive officers and directors, as well as stockholders who are known by us to own beneficially more than 5% of our common stock, as of January 31, 2006. Except as listed below, the address of all owners listed is c/o Henan Zhongpin, 21 Changshe Road, Changge. Henan Province, PRC.

	Number of Shares		Percent of
	and Nature		Common
	of Beneficial		Stock
Name of Beneficial Owner	Ownership(1)		Outstanding(2)
Pinnacle China Fund, L.P.	79,535,250	(3 )	11.6	%
4965 Preston Park Blvd
Suite 240
Plano, TX 75093
D.H. Vermoegensverwaltung – und	66,279,375	(4 )	9.7	%
Beteiligungsgesellschaft mbH
Op de Loh 7
25337 Elmshorn
Germany
Special Situations Private Equity Fund, L.P.	39,767,625	(6 )	5.9	%
(5)
527 Madison Avenue, Suite 2600
New York, NY 10022
ZHU, Xianfu (7)	225,085,016		34.1	%
BEN, Baoke (7)	29,626,914		4.5	%
KONG, Ronald (7)	--		*
MA, Yuanmei (7)	--		*
LI, Xinyu (7)	--		*
WANG, Yunchun (7)	--		*
All directors and executive officers as a	254,711,930		38.6	%
group
(6 persons)

*Less than 1%.

(1)

A person is considered to beneficially own any shares: (i) over which the person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which the person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

(2)

Shares of our common stock issuable upon the conversion of our Series A Convertible Preferred Stock are deemed outstanding for purposes of computing the percentage shown above. Shares of our common stock that are issuable upon the exercise warrants and stock options that are exercisable within 60 days of January 31, 2006 are considered outstanding for purposes of computing the percentage shown but are not considered outstanding for any other purpose. As of January 31, 2006, there were 415,442,352 shares of our common stock outstanding, 243,908,100 shares of our common stock issuable upon the conversion of 6,900,000 shares of our Series A Convertible Preferred Stock, and 121,954,050 shares of our common stock issuable upon the exercise of warrants that are exercisable or that will become exercisable within 60 days of January 31, 2006. Consequently, for purposes of calculating the ownership percentages, there are 659,350,454 shares of common stock deemed outstanding.

(3)	Consists of 53,023,500 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock held by Pinnacle China Fund, L.P. and 26,511,750 shares of common stock issuable upon the exercise of warrants held by Pinnacle.
(4)	Consists of 44,186,250 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock held by D.H. Vermoegensverwaltung – und Beteiligungsgesellschaft mbH (“DVH”) and 22,093,125 shares of common stock issuable upon the exercise of warrants held by DVH.
(5)	MG Advisors, L.L.C. ("MG") is the general partner of and investment adviser to the Special Situations Private Equity Fund, L.P. (the "Private Equity Fund"). Austin W.
	Marxe and David M. Greenhouse are the principal owners of MG and are principally responsible for the selection, acquisition and disposition of the portfolio securities by MG on behalf of the Private Equity Fund. MGP Advisers Limited Partnership (“MGP”) is the general partner of Special Situations Fund III, L.P. (“Fund III”) and Special Situations Fund III QP, L.P. (“Fund III QP”) Austin W. Marxe and David M. Greenhouse are the general partners of MGP and are principally responsible for the selection, acquisition and disposition of the portfolio securities by MGP on behalf of Fund III and Fund III QP.
(6)	Consists of (i) 7,582,361 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock held by Private Equity Fund and 3,791,180 shares of common stock issuable upon the exercise of warrants held by Private Equity Fund, (ii) 17,418,220 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock held by Fund III QP and 8,709,1150 shares of common stock issuable upon the exercise of warrants held by Fund III QP and (iii) 1,511,170 shares of common stock issuable upon the conversion of Series A Convertible Preferred Stock held by Fund III and 755,585 shares of common stock issuable upon the exercise of warrants held by Fund III QP and (iii).
(7)	Officer and/or director.

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From time to time, the number of our shares held in the “street name” accounts of various securities dealers for the benefit of their clients or in centralized securities depositories may exceed 5% of the total shares of our common stock outstanding.

Directors, Executive Officers, Promoters and Control Persons

Board of Directors

     Our current members of the Board of Directors and officers are listed below.

Name	Age	Company Title
ZHU, Xianfu (Chairman)	41	CEO and Chairman
BEN, Baoke	41	Executive Vice President
KONG, Ronald	42	Senior Vice President
MA, Yuanmei	34	CFO, Secretary
LI, Xinyu	51	Director
WANG, Yunchun	31	Director

     In connection with the share exchange agreement, our Board of Directors has resigned and has been replaced by Zhu, Xianfu, the Chairman and Chief Executive Officer of Falcon, and two new board members, Wang, Yunchun and Li, Xinyu. Our officers also resigned and were replaced by Zhu Xianfu (Chief Executive Officer), Ben, Baoke (Executive Vice President) and Ma, Yuanmei (Chief Financial Officer and Secretary).

39

     ZHU, Xianfu
     President, Chief Executive Officer and Chairman, 41

     As a founder of HZP, Mr. Zhu has over twenty years of experience in the meat industry. Mr. Zhu is a proponent and champion of new processing technologies and techniques and, under his leadership, the Company has become one of the first companies in China to usher in new flow management used in the chilled, fresh meat industry. Since the buyout from the state in 1993, under the stewardship of Mr. Zhu, HZP has experienced one of the fastest growth rates in the industry. With his insistence on technological leadership and product innovation, the Company has become the benchmark of excellence for others in the industry. Mr. Zhu is a member of the standing council of the China Meat Association, a commissary of the Academy of China Food Technology, a Member of the China Stockbreeding Association, and a Deputy to the People’s Congress of Henan Province. Recently, Mr. Zhu was selected as one of the “National Outstanding Young Leaders” by the Chinese government and named as the “Model Worker of Henan” due to his outstanding contribution to the Chinese meat industry and the success of HZP. Prior to founding HZP, Mr. Zhu was the accounting manager of the Farming Bureau of Changge City. Mr. Zhu graduated from Beijing Technology and Business University. He then received an EMBA from Tsinghua University in 2004.

BEN, Baoke
     Executive Vice President and Director, 41

     Mr. Ben has over twenty years of experience in the meat industry. At HZP, Mr. Ben is in charge of information technology and logistics management. Mr. Ben has structured the workflow process and designed the temperature controlled logistics system for Company. Since 2002 Mr. Ben has been the lead executive in charge of the implementation of the growth plan for the company. Mr. Ben is also involved with the Company’s capital formation. Prior to joining HZP, Mr. Ben was a researcher at the Agriculture Research Center. He graduated from Henan Finance & Economy University and received his EMBA from Tsinghua University.

40

     KONG, Ronald
     Senior Vice President, Business Development, 42

     Mr. Kong joined HZP in 2005. Mr. Kong is a seasoned international business executive with more than eighteen years of experience in the transportation and information technology industries with leading companies in China. Prior to joining the Company, Mr. Kong was, from 1993 to 2005, Country Manager-China for SITA Corporation, the world’s leading provider of global Information Technology and telecommunications solutions to the air transport and related industries. During his 12-year tenure with SITA, Mr. Kong increased SITA’s annual revenue from China by 10-fold. In addition, from 2000 to 2003 Mr. Kong developed and managed a joint venture company, InfoSky, for SITA and TravelSky, a company listed in Hong Kong. Mr. Kong monitored changes in regulations and the business environment and lobbied with relevant government departments at the ministerial level, in order that SITA’s services and products were legally accepted in China. Previously, from 1998 to 1993, Mr. Kong was with Cathay Pacific Airways in the capacity of Senior System Specialist. Mr. Kong received his B.Sc (Hon) in Computer Science from the University of Manchester, U.K. in 1987 and an MBA from Manchester Business School in 2004. Mr. Kong is fluent in Mandarin, English and Cantonese.

MA, Yuanmei
     Vice President and Chief Financial Officer, 34

     Ms. Ma joined HZP in 2005. Ms. Ma has over eight years of experience in international financial markets. Prior to joining the Company, she was Senior Operations Manager, Investment Banking for Daton Securities Co., Ltd. from October 2004 to September 2005. While at Daton Securities, Ms. Ma advised investment clients on valuations, capital formation, mergers and acquisitions as well as guiding clients through the public listing process and the pricing of new issues. Ms. Ma previously held the position of Accounting Manager with Neotek International Corporation, (USA) from March 2002 to September 2004 and was the Operations Manager, Asian Project Department for Trans-Pacific Venture Capital of the United States. Ms. Ma received her MBA from Oklahoma City University, Oklahoma in 1998 and Bachelor of Science in Accounting (Cum Laude) from Arkansas State University Jonesboro, Arkansas in 1996. Ms. Ma is a licensed CPA in the United States.

LI, Xinyu

      Professor Li is a Professor at the Department of Risk Management and Insurance in the School of Economics, Peking University. Professor Li has research interests in investment strategies, finance theory and corporate governance. Professor Li received her B.A. from Xiamen University in 1982 and M.A. from Renmin University in 1986.

WANG, Yunchun
     Director, 31

     Yunchun (Kelven) Wang currently serves as the Chief Representative (China) of Greenstone Investment & Consultants, Ltd., where he supervises Greenstone’s daily operations in Beijing, China. Prior to Greenstone, Mr. Wang served as the Chief Representative (China) of Frontier Financial Service Inc (an U.S. based financial consulting firm) and Vice President of Highlight Management Consulting Co. Ltd. (Frontier’s Chinese partnership firm), where he supervised the financial and management

41

consulting business on the China mainland. Mr. Wang was the Assistant Engineer for Beijing Capital Steel Group (one of the biggest players in the steel industry in China), responding for mechanical designing and quality controlling. Mr. Wang received his first degree from Wuxi University of Light Industry (China), majoring in Packaging Engineering, and MBA degree from the Business School of University of Hertfordshire, UK.

Executive Compensation

Henan Zhongpin

During the three year period ended December 31, 2005, neither we nor HZP paid our respective Chief Executive Officer and any of the three other most highly compensated executive officers salary and bonus compensation in excess of $100,000.

Option Grants in Last Fiscal Year

     During the fiscal year ended December 31, 2005, we did not grant any stock options to our Chief Executive Officer, any other officers or any of our employees or consultants.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

None of our officers or employees have been granted any options by us.

Employment Agreements and Change of Control Arrangements

     We do not currently have any employment agreements with any of our current of former officers, and have not had any agreements since our inception.

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Certain Relationships and Related Transactions

      As part of the transactions under the Exchange Agreement, our subsidiary, Falcon, entered into a consulting agreement with HFG International Limited, a Hong Kong corporation affiliated with Kevin Halter, Jr. Under the consulting agreement, Falcon will pay HFG $350,000 for consulting services. The consulting agreement’s term is twelve months.

Legal Proceedings

     We are not a party to any legal proceeding which if decided against the Company would have a material adverse effect on the Company or any of its subsidiaries.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

     Our common stock currently trades on the OTCBB under the symbol SGTH. The following sets forth the high and low trade prices for our common stock for the periods indicated as reported by the OTCBB beginning in the first quarter of 2005. The quotations provided by the OTCBB reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions. Trading in our common stock on the OTCBB did not begin until after the first quarter of 2005.

	2005		2004
	High	Low	High	Low
First Quarter	$2.90	$1.15	N/A	N/A
Second Quarter	$1.50	$1.05	N/A	N/A
Third Quarter	$1.55	$1.02	N/A	N/A
Fourth Quarter	___	___	N/A	N/A

Market Information

     We currently have 6,900,000 shares of Series A Convertible Preferred Stock outstanding that are convertible into 243,908,100 shares of our common stock, and we have five-year warrants exercisable to purchase 121,954,050 shares of common stock at an exercise price of $0.1414467 per share.

     (ii) There are currently 3,130,650 shares of our common stock that could be sold under Rule 144 under the Securities Act of 1933, as amended. We have agreed to register for resale the 243,908,100 shares of our common stock issuable upon the conversion of our Series A Convertible Preferred Stock, 121,954,050 shares of common stock issuable upon the exercise of our warrants and 14,635,000 shares of common stock held by current stockholders.

Dividends

     We have never paid or declared any dividend on our common stock and we donot anticipate paying cash dividends in the foreseeable future.

      The holders of the Series A Convertible Preferred Stock are entitled to receive, when and as declared by the Board of Directors, dividends in such amounts as may be determined by the Board of Directors from time to time out of funds legally available therefor. No dividends (other than those payable solely in common stock) will be paid to the holders of common stock until there shall have been paid or declared and set apart during that fiscal year for the holders of the Series A Convertible Preferred Stock a dividend in an amount per share that the holders would have got for the shares of common stock issuable upon conversion of their shares of Series A Convertible Preferred Stock.

Securities authorized for issuance under equity compensation plans

     On January 30, 2006, our Board of Directors and stockholders adopted and approved the 2006 Equity Incentive Plan of Strong Technical Inc. (the “2006 Plan”). The 2006 Plan allows for awards of options, restricted stock grants and share appreciate rights for up to 63,628,200 shares of common stock.

The following table summarizes outstanding awards under the 2006 Plan as of January 31, 2006. Options granted in the future under the 2006 Plan are within the discretion of our Board of Directors.

					(c)
					Number of Securities
					Remaining Available
		(a)			for Future
		Number of			Issuance Under
		Securities to be		(b)	Equity
		Issued Upon		Weighted-Average	Compensation
		Exercise of		Exercise Price of	Plans (excluding
		Outstanding		Outstanding	securities reflected
Plan Category		Options		Options	in column (a))
Equity compensation plans
approved  by  security					63,628,200
holders		-0	-	N/A
Equity compensation plans
not approved by security		-0	-	N/A	-0	-
holders
	Total	-0	-	N/A	63,628,200

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     Prior to the closing of the financing under the Purchase Agreement, we had approximately thirty (30) holders of record of our common stock. Following the closing of the financing under the Purchase Agreement, we will have approximately thirty-nine (39) holders of record of our common stock and twenty-three (23) holders of record of our preferred stock.

Recent Sales of Unregistered Securities

     Since its inception on February 4, 2003, we have issued securities without registration under the Securities Act on the terms and circumstances described in the following paragraphs:

     In February 2003, we issued 2,750,000 shares of common stock at their par value of $.001 per share to four (4) persons for services valued at $2,750.

     In February 2003, we issued 15,015,650 shares to 25 persons at their par value of $.001 per share in cash totaling $15,015.65.

     On January 30, 2006, under the Exchange Agreement, we issued 397,676,704 restricted shares of our common stock to the Falcon Shareholders in exchange for all of the issued and outstanding shares of Falcon.

      On January 31, 2006, we closed the sale of securities pursuant to the Securities Purchase Agreement. We sold units at $8.00 per unit, with each unit consisting of two shares of Series A Convertible Preferred Stock and a warrants exercisable to purchase one shares of our common stock. We sold 3.45 million units, primarily institutional investors, and received gross proceeds of $27.6 million. As a result of the sale units, we issued 6.9 million shares of Series A Convertible Preferred Stock and 121,954,050 warrants. The Series A Convertible Preferred Stock is convertible into 243,908,100 shares of our common stock (based on an initial conversion price of $0.113157) . The warrants are exercisable for a five year period at an exercise price of $0.1414467 per share.

     Each transaction with us was negotiated in face-to-face discussions between our executives and each investor, each of whom indicated that they meet the definition of "sophisticated investor" as defined in Regulation D and we have made a determination that each of such investors are "sophisticated investors". We provided each such investor with business and financial information. Each such investor had the opportunity to ask questions of and receive answers from our executive officers and was provided with access to our documents and records in order to verify the information provided. Because of sophistication of each investor as well as, education, business acumen, financial resources and position, each such investor had an equal or superior bargaining position in its dealings with us. Each purchaser confirmed in writing that the securities were being acquired for investment and that the certificates evidencing the securities would bear a restrictive legend; such certificates do bear a restrictive legend. No underwriter participated in the foregoing transactions, and no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. The foregoing issuances and sales of securities were effected in reliance upon the exemption from registration provided by section 4(2) under the Securities Act of 1933, as amended in that same were transactions by an Issuer not involving any public offering.

Description of Registrant’s Securities to be Registered

     Our capital stock consists of 800,000,000 shares of common stock, par value $0.001 per share, of which there are 415,442,352 issued and outstanding. In addition, our authorized capital stock includes 20,000,000 shares of preferred stock, par value $0.001 per share, of which 7,631,250 shares been designated Series A Convertible Preferred Stock and 6,900,000 shares are issued and outstanding. For more information about our common stock, please see our articles of incorporation and bylaws filed as exhibits hereto and to our registration statement on Form SB-2, SEC File No. 333-112111

     Common Stock

     The summary of the important provisions of our common stock and preferred stock are set forth in pages 28 –31 of Amendment No. 5 to our registration statement on Form SB-2 filed with the SEC on October 8, 2004 is incorporated herein by reference as if fully set forth herein.

     Series A Convertible Preferred Stock

      The summary of the important provisions of our Series A Convertible Preferred Stock is set forth below.

     Dividends. The holders of the Series A Preferred are entitled to receive, when and as declared by the Board of Directors, dividends in such amounts as may be determined by the Board of Directors from time to time out of funds legally available therefor. No dividends (other than those payable solely in common stock) will be paid to the holders of common stock until there shall have been paid or declared and set apart during that fiscal year for the holders of the Series A Preferred a dividend in an amount per share that the holders would have got for the shares of common stock issuable upon conversion of their shares of Series A Preferred.

      Preference on Liquidation. In the vent of merger, consolidation or sale of all or substantially all of our assets or other liquidation, holders of the Series A Preferred shall get a priority in payment over all other classes of stock. In such events, the Series A Preferred would be entitled to receive the greater of (i) the original purchase price of the Series A Preferred or (ii) the amount the holder would get if he converted all of his Series A Preferred into common stock.

      Voting. The holder of each share of Series A Preferred (i) shall be entitled to the number of votes with respect to such share equal to the number of shares of common stock into which such share of Series A Preferred could be converted on the record date for the subject vote or written consent (or, if there is no such record date, then on the date that such vote is taken or consent is effective) and (ii) shall be entitled to notice of any stockholders’ meeting in accordance with our Bylaws.

     Appoint and Elect a Director. So long as the number of shares of common stock issuable upon conversion of the outstanding shares of Series A Preferred is greater than 10% of the number of outstanding shares of common stock (on a fully diluted basis), the holders of record of the shares of Series A Preferred, exclusively and as a separate class, shall be entitled to elect one of our (1) directors.

      Conversion Right. The holder may convert each share of Series A Preferred into common stock at an initial conversion price of $0.113157. The conversion price will be adjusted for stock dividends, stock splits and similar events.

     Automatic Conversion. Each share of Series A Preferred will automatically be converted into shares of common stock at the conversion price at the time in effect if (i) we have an underwritten public offering of our common stock giving us at least $30 million in net proceeds, (ii)(A) the closing price of the common stock equals or exceeds $0.2828934 (as adjusted) for the twenty (20) consecutive-trading-day period ending within two (2) days of the date on which we provides notice of such conversion as hereinafter provided and (B) either a registration statement registering for resale the shares of common stock issuable upon conversion of the Series A Preferred has been declared effective and remains effective and available for resales for the twenty (20)-day period, or Rule 144(k) is available for the resale of such shares, or (iii) by consent of at least 67% of the then-outstanding shares of Series A Preferred.

      Protective Provisions. So long as at least 1,750,000 shares of Series A Preferred are outstanding (subject to adjustment for stock splits, combinations and the like), the holders of a majority of the outstanding Series A Preferred shall be required (in addition to any consent or approval otherwise required by law) for us to take certain actions, including (1) liquidation, dissolution or wind up, (2) amend, alter or repeal any provision of our certificate of incorporation so as to affect the rights, preferences or privileges of the Series A Preferred, (3) create new class of preferred stock or increase the number of of shares of Series A Preferred that can be issued, or (4) purchase or redeem, or pay or declare any dividend or make any distribution on, any securities junior in priority to the Series A Preferred; or (5) make any change in the size of our Board of Directors

Indemnification of Directors and Officers

     Under Delaware law, a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than one by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be, in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that such conduct was unlawful.

     In the case of a derivative action, a Delaware corporation may indemnify any such person against expense, including attorneys’ fees actually and necessarily incurred by such person in connection with the defense or settlement of such action or suit if such director or officer if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be, in or not opposed to, the best interests of the corporation, except that no indemnification will be made in respect on any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expense.

     Delaware Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting a director’s liability to a corporation or its stockholders for monetary damages for breaches of fiduciary duty. Delaware Law provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful purchase or redemption of stock or payment of unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner.

44

     Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors to the fullest extent permitted by Delaware law and may, if and to the extent authorized by the Board of Directors, indemnify our officers and any other person whom we have the power to indemnify against any liability, reasonable expense or other matter whatsoever.

     Any amendment, modification or repeal of the foregoing provisions shall be prospective only, and shall not affect any rights or protections of any of our directors existing as of the time of such amendment, modification or repeal.

     We may also, at the discretion of the Board of Directors, purchase and maintain insurance to the fullest extent permitted by Delaware law on behalf of any of our directors, officers, employees or agents against any liability asserted against such person and incurred by such person in any such capacity.

Section 4 – MATTERS RELATED TO ACCOUNTANTS AND FINACIAL STATEMENTS

Item 4.01 Changes in Registrant’s Certifying Accountant

     Previous Independent Accountants.

     On January 30, 2006, we dismissed Sherb & Co., LLP as its independent accountants. The reports of Sherb & Co. our the financial statements for each of the past two fiscal years contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

     The decision to change independent accountants was approved by our Board of Directors on January 30, 2006.

     During our two most recent fiscal years and through the date of this Current Report on Form 8-K, we have had no disagreements with Sherb & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Sherb & Co., would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods.

     During our two most recent fiscal years and through the date of this Current Report on Form 8-K, there were no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the SEC.

     We have provided Sherb & Co. with a copy of this disclosure before its filing with the SEC. We have requested that Sherb & Co. furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter shall be filed by amendment to this Current Report on Form 8-K.

 New Independent Accountants.

     Our Board of Directors appointed Child, Van Wagoner & Bradshaw, PLLC (“Child”) as its new independent registered public accounting firm as of January 30, 2006. During the two most recent fiscal years and through the date of their engagement by us, we did not consult with Child regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (2) any matter that was either

45

the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two most recent fiscal years. Child served as HZP’s independent registered public accounting firm before the Exchange.

Section 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01 Changes in Control of Registrant

     Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     Reference is made herein to the disclosures under Item 2.01 of this Current Report on Form 8-K which is incorporated here by reference.

Section 5.06 – CHANGE IN SHELL COMPANY STATUS

     Reference is made herein to the disclosures under Item 2.01 of this Current Report on Form 8-K which is incorporated here by reference.

Section 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements of businesses acquired
	(1)	Audited financial statements of HZP (as the acquired business) for the years ended December 31, 2003 and 2004 and the three months ended March 31, 2005, and unaudited financial statements for the three and nine months ended September 30, 2005.

46

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2005
AND
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGE
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	1
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	2
CONSOLIDATED BALANCE SHEETS	3
CONSOLIDATED STATEMENTS OF OPERATIONS	4
CONSOLIDATED STATEMENTS OF EQUITY	5
CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7

1

Child, Sullivan & Company
A Professional Corporation of CERTIFIED PUBLIC ACCOUNTANTS 1284 W. Flint Meadow Dr., Suite D, Kaysville, UT 84037           PHONE: (801) 927-1337 FAX: (801) 927-1344

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED
Henan Province, People’s Republic of China

We have audited the accompanying consolidated balance sheets of HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED and subsidiaries as of March 31, 2005 and December 31, 2004 and 2003, and the related consolidated statements of operations, equity, and cash flows for the three months ended March 31, 2005 and for the years ended December 31, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED and subsidiaries as of March 31, 2005 and December 31, 2004 and 2003, and the consolidated results of its operations and its cash flows for the three months ended March 31, 2005 and for the years ended December 31, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.

Child, Sullivan & Company
Kaysville, Utah
August 8, 2005

2

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,		December 31,
ASSETS	2005		2004		2003
Current assets
Cash and cash equivalents	$	9,032,855	$	5,204,637	$	6,140,527
Accounts receivable and other receivables		9,568,465		7,891,561		2,831,361
Purchase deposits		147,392		124,520		239,410
Prepaid expenses and deferred charges		196,775		92,163		19,327
Inventories		3,148,531		3,143,954		4,467,051
Tax refund receivable		-		-		203,532
Total current assets		22,094,018		16,456,835		13,901,208
Property, plant and equipment (net)		10,267,617		10,072,205		5,804,959
Construction contracts		3,915,248		3,936,431		7,034,245
Intangible assets		1,691,772		1,701,135		787,843
Total assets	$	37,968,655	$	32,166,606	$	27,528,255
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and other payables	$	5,496,678	$	5,334,765	$	4,132,946
Accrued liabilities		611,251		322,842		366,684
Short term loans payable		12,284,184		9,119,552		7,083,649
Taxes payable		896,918		716,861		-
Deposits from clients		972,990		714,597		1,798,935
Long term loans payable - current portion		3,308,877		3,308,877		1,044,150
Total current liabilities		23,570,898		19,517,494		14,426,364
Long term loans payable		4,329,103		4,329,103		7,637,980
Total liabilities		27,900,001		23,846,597		22,064,344
Minority interest		149,532		137,278		49,653
Equity
Registered capital		1,816,425		1,816,425		1,816,425
Additional paid in capital		182,319		182,319		182,319
Retained earnings		7,920,378		6,183,987		3,415,514
Total equity		9,919,122		8,182,731		5,414,258
Total liabilities and equity	$	37,968,655	$	32,166,606	$	27,528,255

The accompanying notes are an integral part
of the consolidated financial statements
3

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months
	ended			Year ended
	March 31,			December 31,
	2005			2004			2003
Revenues
Sales revenues	$	14,405,129		$	42,787,153		$	29,593,493
Cost of sales		11,808,779			36,669,989			26,144,177
Gross profit		2,596,350			6,117,164			3,449,316
Operating expenses
General and administrative expenses		223,649			1,214,365			431,576
Operating expenses		365,359			1,844,840			1,281,516
Total operating expenses		589,008			3,059,205			1,713,092
Income from operations		2,007,342			3,057,959			1,736,224
Other income (expense)
Interest income		48,905			85,854			237,673
Other income		14,674			31,807			283,228
Allowances income		38,647			928,302			149,158
Exchange loss		(11,173	)		(22,554	)		(12,512	)
Interest expense		(349,750	)		(1,208,362	)		(803,308	)
Total other income (expense)		(258,697	)		(184,953	)		(145,761	)
Net income before taxes		1,748,645			2,873,006			1,590,463
Provision for income taxes		-			84,541			57,097
Net income after taxes		1,748,645			2,788,465			1,533,366
Minority interest		12,254			19,992			(2,906	)
Net income	$	1,736,391		$	2,768,473		$	1,536,272

The accompanying notes are an integral part
of the consolidated financial statements
4

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED STATEMENTS OF EQUITY

			Additional
	Registered		Paid In		Retained
	Capital		Capital		Earnings			Total
Balance at January 1, 2003	$	1,816,425	$	182,319	$	1,935,634		$	3,934,378
Net income for the year		-		-		1,536,272			1,536,272
Dividends paid		-		-		(56,392	)		(56,392	)
Balance December 31, 2003		1,816,425		182,319		3,415,514			5,414,258
Net income for the year		-		-		2,768,473			2,768,473
Balance December 31, 2004		1,816,425		182,319		6,183,987			8,182,731
Net income for the period		-		-		1,736,391			1,736,391
Balance March 31, 2005	$	1,816,425	$	182,319	$	7,920,378		$	9,919,122

The accompanying notes are an integral part
of the consolidated financial statements
5

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months
	ended			Year ended
	March 31,			December 31,
	2005			2004			2003
Cash flows from operating activities:
Net gain	$	1,736,391		$	2,768,473		$	1,536,272
Adjustments to reconcile net gain to
net cash provided by operations:
Minority interest		12,254			87,625			(2,906	)
Depreciation		142,562			415,979			253,003
Amortization		9,363			38,144			5,209
Provision for allowance for bad debt		-			267,668			67,669
Changes in operating assets and liabilities:
Accounts receivable and other receivables		(1,676,904	)		(5,327,868	)		(197,213	)
Purchase deposits		(22,872	)		114,890			754,995
Prepaid expense and deferred charges		(104,612	)		(72,836	)		(5,361	)
Inventories		(4,577	)		1,323,097			(1,307,000	)
Tax refunds receivable		-			-			41,978
Intangible assets		-			(951,436	)		-
Accounts payable and accrued liabilities		161,913			1,201,819			1,703,038
Accrued liabilities		288,409			(43,842	)		34,683
Taxes payable		180,057			920,393			(60,166	)
Deposits from clients		258,393			(1,084,338	)		1,642,985
Net cash provided by (used in) operating activities		980,377			(342,232	)		4,467,186
Cash flows from investing activities:
Construction contracts		21,183			3,097,814			(5,056,786	)
Additions to fixed assets		(337,974	)		(4,683,225	)		(1,263,830	)
Net cash used in investing activities		(316,791	)		(1,585,411	)		(6,320,616	)
Cash flows from financing activities:
Proceeds from short term loans		3,164,632			2,035,903			2,005,833
Proceeds from long term loans		-			(1,044,150	)		2,544,449
Payments of dividends		-			-			(56,392	)
Net cash provided by financing activities		3,164,632			991,753			4,493,890
Increase (decrease) in cash and cash equivalents		3,828,218			(935,890	)		2,640,460
Cash and cash equivalents, beginning of period		5,204,637			6,140,527			3,500,067
Cash and cash equivalents, end of period	$	9,032,855		$	5,204,637		$	6,140,527
Supplemental disclosures of cash flow information:
Cash paid for interest	$	349,750		$	1,208,362		$	803,308
Cash paid for income taxes	$	-		$	84,541		$	57,097

The accompanying notes are an integral part
of the consolidated financial statements
6

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	ORGANIZATION AND NATURE OF OPERATIONS
	Henan Zhongpin Food Share Company Limited (the Company) is incorporated in the People’s Republic of China (PRC). The Company is headquartered in Henan Province and has its corporate office in Changge City. The Company is principally engaged in the production of pork, pork products and vegetables, and the retail sales of pork, processed pork products, vegetables and other grocery items to customers throughout China and other export countries, either directly or through its subsidiaries (collectively the “Company”).
	Details of its subsidiaries are as follows:

	Domicile and Date	Registered		Percentage
Name	of Incorporation	Capital		of Ownership
Henan Zhongpin Industrial Company Limited	The PRC	$	5,000,000	88.00	%
	January 17, 2002
Henan Zhongpin Import and Export Trading Company	The PRC	$	4,500,000	88.93	%
	August 11, 2004

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	BASIS OF PRESENTATION
	The consolidated financial statements for 2003 include the financial statements of Henan Zhongpin Food Share Company Limited and Henan Zhongpin Industrial Company Limited. The consolidated financial statements for 2005 and 2004 include the financial statements of Henan Zhongpin Import and Export Trading Company, in addition to those previously listed. All material intercompany accounts and transactions have been eliminated in consolidation.
	The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. U.S. GAAP differs from that used in the statutory financial statements of the Company, which were prepared in accordance with the relevant accounting principles and financial reporting regulations as established by the Ministry of Finance of the PRC. Certain accounting principles stipulated under U.S. GAAP are not applicable in the PRC.

7

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	BASIS OF PRESENTATION (Continued)
	The Yuan (Renminbi) of the People’s Republic of China has been determined to be the functional currency of the Company. There were no material gains or losses recognized as a result of translating foreign currencies to the U.S. dollar due to the stability of the Yuan (Renminbi) currency through March 31, 2005. No assurance however, can be given as to the future valuation of the foreign currencies and how further movements in the foreign currencies could affect future earnings of the Company.
	The balance sheets of the Company and its subsidiaries were translated at year end exchange rates. Expenses were translated at exchange rates in effect during the year, substantially the same as the year end rates. The consistent exchange rate used has been 8.28 RMB per each US dollar.
	MINORITY INTEREST IN SUBSIDIARIES
	The Company records minority interest expense, which reflects the portion of the earnings of Henan Zhongpin Industrial Company Limited at December 31, 2003 and Henan Zhongpin Industrial Company Limited and Henan Zhongpin Import and Export Trading Company at December 31, 2004 and March 31, 2005.
	RESTRICTIONS ON TRANSFER OF ASSETS OUT OF CHINA
	Dividend payments by the Company, are limited by certain statutory regulations in China. No dividends may be paid by the Company without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 85% of profits, after tax.
	START-UP COSTS
	The Company, in accordance with the provisions of the American Institute of Certified Public Accountants' Statement of Position (SOP) 98-5, "Reporting on the Costs of Start- up Activities”, expenses all start-up and organizational costs as they are incurred.
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	SIGNIFICANT ESTIMATES
	Several areas require significant management estimates relating to uncertainties for which it is reasonably possible that there will be a material change in the near term. The more significant areas requiring the use of management estimates related to the valuation of equipment, accrued liabilities and the useful lives for amortization and depreciation.
	CASH EQUIVALENTS
	The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
	ACCOUNTS RECEIVABLE
	Accounts receivable is stated at cost, net of allowance for doubtful accounts. Based on current practice in the PRC, management provides for an allowance for doubtful accounts equivalent to those accounts that are not collected within one year.
	INVENTORIES
	Inventories are stated at the lower of cost, determined on a weighted average basis, and net realizable value. Work-in-progress and finished goods are composed of direct material, direct labor and an attributable portion of manufacturing overhead. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose.
	LAND USE RIGHTS
	The Company adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), effective January 1, 2002. Under SFAS 142, goodwill and indefinite lived intangible assets are not amortized, but are reviewed annually for impairment, or more frequently, if indications of possible impairment exist. The Company has performed the requisite annual transitional impairment tests on intangible assets and made the impairment adjustments as necessary.
	REVENUE RECOGNITION
	The Company recognizes revenue as earned when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or the services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured.

9

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	PROPERTY AND EQUIPMENT
	Impairment of long-lived assets is recognized when events or changes in circumstances indicate that the carrying amount of the asset, or related groups of assets, may not be recoverable. Under the provisions of SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the Company recognizes an "impairment charge" when the expected net undiscounted future cash flows from an asset's use and eventual disposition are less than the asset's carrying value and the asset's carrying value exceeds its fair value. Measurement of fair value for an asset or group of assets may be based on appraisal, market values of similar assets or estimated discounted future cash flows resulting from the use and ultimate disposition of the asset or assets.
	Expenditures for maintenance, repairs and betterments, which do not materially extend the normal useful life of an asset, are charged to operations as incurred. Upon sale or other disposition of assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in income.
	Depreciation and amortization are provided for financial reporting purposes primarily on the straight-line method over the estimated useful lives ranging from 5 to 50 years.
	OPERATING LEASES
	Operating leases represent those leases under which substantially all the risks and rewards of ownership of the leased assets remain with the lessors. Rental payments under operating leases are charged to expense on the straight-line basis over the period of the relevant leases.
	INCOME TAXES
	Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. In accordance with Statement of Financial Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes," these deferred taxes are measured by applying currently enacted tax laws.
	The Company recorded income tax expenses of $0, $84,541 and $57,097 for 2005, 2004 and 2003, respectively.
	The Company withholds and pays income taxes on its employees' wages, which funds the Chinese government's sponsored health and retirement programs of all Henan Zhongpin employees. For Henan Zhongpin employees, the Company was obligated to make contributions to the social insurance bureau under the laws of the PRC for pension and retirement benefits.

10

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	REGISTERED CAPITAL
	Companies in the PRC are not held by stock ownership as is the case in the US. Those creating a company register and pay in a given amount of required registered capital at formation of the company, as required by laws in the PRC governing business entity formation.
3.	BUSINESS ACQUISITIONS
	The Company started Henan Zhongpin Import and Export Trading Company on August 11, 2004 as a joint venture with Li Jun Wei, an individual, to facilitate the exporting of the Company’s goods. The Company owns 88.93% of Henan Zhongpin Import and Export Trading Company.
4.	ACCOUNTS RECEIVABLE
	The Company accrued an allowance for bad debts related to its receivables. The receivable and allowance balances at March 31, 2005 and December 31, 2004 and 2003 are as follows:

		2005			2004			2003
Accounts receivable	$	8,349,059		$	7,470,323		$	1,683,940
Other receivables		1,691,222			893,054			1,308,079
Allowances receivable		-			-			43,490
Allowance for bad debts		(471,816	)		(471,816	)		(204,148	)
	$	9,568,465		$	7,891,561		$	2,831,361

5.      INVENTORIES

Inventories consist of:

	March 31,			December 31,			December 31,
	2005			2004			2003
Raw materials	$	285,578		$	247,041		$	143,171
Low value consumables		109,556			104,846			66,659
Work-in-progress		190,364			434,667			1,042,155
Finished goods		2,583,338			2,377,705			3,215,066
Provision for loss of pricing		(20,305	)		(20,305	)		-
Net inventories	$	3,148,531		$	3,143,954		$	4,467,051

11

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.	PROPERTY AND EQUIPMENT
	Property and equipment at cost consists of:

	March 31,			December 31,			December 31,
	2005			2004			2003
Machinery and equipment	$	6,618,095		$	6,311,417		$	3,621,320
Furniture and office equipment		226,367			221,016			198,680
Motor vehicles		211,863			207,270			235,053
Buildings and land		4,944,581			4,923,229			2,924,654
Subtotal		12,000,906			11,662,932			6,979,707
Less: accumulated depreciation		(1,733,289	)		(1,590,727	)		(1,174,748	)
Net property and equipment	$	10,267,617		$	10,072,205		$	5,804,959
Depreciation expense	$	142,562		$	415,979		$	253,003

7.	LAND USE RIGHTS
	Land use rights consisted of the following:

	March 31,			December 31,			December 31,
	2005			2004			2003
Land use rights	$	1,749,697		$	1,749,697		$	798,261
Accumulated amortization		(57,925	)		(48,562	)		(10,418	)
		1,691,772			1,701,135			787,843
Accounting Software		36,068			36,068			-
Accumulated amortization		(36,068	)		(36,068	)		-
		-			-			-
	$	1,691,772		$	1,701,135		$	787,843
Amortization Expense	$	9,363		$	38,144		$	5,209

8.	LOANS PAYABLE
	SHORT TERM LOANS
	Short term loans are due within one year. These loans are secured by the land and plant of the Company, and guaranteed by a related company. These loans bear interest at prevailing lending rates in the PRC ranging from 6.36% to 8.64% per annum.
	LONG TERM LOANS
	A long term loan is secured by the land and plant of the Company, and guaranteed by Henan Zhongpin Industrial Company Limited and bears an interest rate ranging from 4.8% to 7.2% per annum.

12

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.	LOANS PAYABLE (Continued)
	The balance of loans payable were as follows:

		March 31,		December 31,		December 31,
		2005		2004		2003
	Short Term Loans Payable	$	12,284,184	$	9,119,552	$	7,083,649
	Long Term Loans Payable		7,637,980		7,637,980		8,682,130
		$	19,922,164	$	16,757,532	$	15,765,779
Long Term Repayment Schedule
	Payments due in remainder of 2005	$	3,308,877
	Payments due in 2006		1,921,196
	Payments due in 2007		145,833
	Payments due in 2008		145,833
	Payments due in 2009		145,833
	Payments due thereafter		1,970,408
		$	7,637,980

9.	COMMITMENTS AND CONTINGENCIES CONSTRUCTION CONTRACTS
	Construction contracts consisted of :

		March 31,		December 31,		December 31,
Construction Contract	Completed on	2005		2004		2003
Sewage Construction	October 2004	$	-	$	-	$	22,495
Industrial Plant	Summer 2005		3,915,248		3,887,164		7,011,750
Frozen machinery and store room	March 2005		-		49,267		-
		$	3,915,248	$	3,936,431	$	7,034,245

LEGAL PROCEEDINGS

From time to time, the Company has disputes that arise in the ordinary course of its business. Currently, according to management, there are no material legal proceedings to which the Company is party of or to which any of their property is subject, that will have a material adverse effect on the Company's financial condition.

13

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.	ALLOWANCES INCOME
	“Allowances income” consists of grants from the government of the PRC for the Company’s participation in specific programs, such as research and development, import and export, branding, and city maintenance and construction. The Company received allowances income as follows:

	Three months
	ended		Year ended		Year ended
	March 31,		December 31,		December 31,
	2005		2004		2003
Allowances income	$	38,647	$	928,302	$	149,158

11.	FAIR VALUE OF FINANCIAL INSTRUMENTS
	Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments” ("SFAS 107") requires entities to disclose the fair values of financial instruments except when it is not practicable to do so. Under SFAS No. 107, it is not practicable to make this disclosure when the costs of formulating the estimated values exceed the benefit when considering how meaningful the information would be to financial statement users.
	As a result of the difficulties presented in the valuation of the loans payable to related entities/parties because of their related party nature, estimating the fair value of these financial instruments is not considered practical. The fair values of all other assets and liabilities do not differ materially from their carrying amounts. None of the financial instruments held are derivative financial instruments and none were acquired or held for trading purposes in 2005, 2004 and 2003.
12.	NEW ACCOUNTING PRONOUNCEMENTS
	In May 2004, the Emerging Issues Task Force of the FASB came to a consensus regarding EITF 02-14 “Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock”. The consensus of the task force is that the equity method of accounting is to be used for investments in common stock or in-substance common stock, effective for reporting periods beginning after September 15, 2004. The Company currently has no equity investments other than its consolidated subsidiaries. As such, this standard has no application to the Company.
	In November 2004, the FASB issued Statement No. 151, “Inventory Costs”. SFAS No. 151 requires that items such as idle facility expense, excessive spoilage, double freight, and re-handling costs be recognized as current period charges and that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The statement is effective for fiscal periods beginning after June 15, 2005. The Company believes that the application of SFAS No. 151 will have no significant impact on the financial statements.

14

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.	NEW ACCOUNTING PRONOUNCEMENTS (Continued)
	In December 2004, the FASB issued Statement No. 153, “Exchange of Non-Monetary Assets”. SFAS No. 153 confirms that exchanges of nonmonetary assets are to be measured based on the fair value of the assets exchanged, except for exchanges of nonmonetary assets that do not have commercial substance. Those transactions are to be measured at entity specific values. The Company believes that the application of SFAS No. 153 will have no significant impact on the financial statements.
	In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment," which amends SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123, as revised, requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost will be recognized over the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The effective date for the Company is the first reporting period beginning after December 15, 2005. Management expects that the application of SFAS No. 123 (revised 2004) will have no significant impact on the financial statements.
13.	SUBSEQUENT EVENTS
	In July 2005, an outbreak of a bacterial infection, termed the swine flu, occurred in pigs as well as pork related products in Sichuan Province, PRC. The bacterial infection led to the deaths of a number of humans in various locales throughout the PRC as well as the culling of portions of the pig herd in Sichuan Province. As of August 2005, the swine flu in China appeared to be under control, up to which time the Company’s operations had not been adversely affected by the swine flu outbreak. The Company procures its pigs from suppliers in Henan Province where no outbreak of swine flu had been reported. The Company does not believe that there will be a negative effect on its operating environment.

15

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	2
CONSOLIDATED BALANCE SHEET (UNAUDITED)	3
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (UNAUDITED)	4
CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED)	5
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)	6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS	7

1

Child, Van Wagoner & Bradshaw, PLLC
A Professional Limited Liability Company of CERTIFIED PUBLIC ACCOUNTANTS

1284 W. Flint Meadow Dr., Suite D, Kaysville, UT 84037	PHONE: (801) 927-1337 FAX: (801) 927-1344
5296 S. Commerce Dr., Suite 300, Salt Lake City, UT 84107	PHONE: (801) 281-4700 FAX: (801) 281-4701

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED
Henan Province, People’s Republic of China

We have reviewed the accompanying consolidated balance sheet of HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED as of September 30, 2005, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for the nine-month period ended September 30, 2005. These interim financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

Child, Van Wagoner & Bradshaw, PLLC
Kaysville, Utah
January 19, 2006

2

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED BALANCE SHEET (UNAUDITED)

	September 30,
ASSETS	2005
Current assets
Cash and cash equivalents	$	17,377,991
Accounts receivable and other receivables, net of allowance of
$471,816		12,499,999
Purchase deposits		151,194
Prepaid expenses and deferred charges		238,763
Inventories, net of allowance of $20,305		5,906,100
Tax refund receivable		18,985
Total current assets		36,193,032
Property, plant and equipment (net)		10,276,255
Construction contracts		5,924,057
Intangible assets		1,754,423
Total assets	$	54,147,767
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and other payables	$	4,689,379
Accrued liabilities		3,187,523
Short-term loans payable		25,209,629
Taxes payable		820,391
Deposits from clients		1,010,132
Long-term loans payable - current portion		690,112
Total current liabilities		35,607,166
Long-term loans payable		4,427,018
Total liabilities		40,034,184
Minority interest		357,090
Equity
Registered capital		1,816,425
Additional paid in capital		182,319
Retained earnings		11,503,033
Accumulated other comprehensive income		254,716
Total equity		13,756,493
Total liabilities and equity	$	54,147,767

The notes are an integral part of the unaudited consolidated financial statements.
See Review Report of Independent Registered Public Accounting Firm.
3

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

	Three months			Nine months
	ended			ended
	September 30,			September 30,
		2005			2005
Revenues
Sales revenues	$	18,188,425		$	51,184,672
Cost of sales		15,300,514			42,683,518
Gross profit		2,887,911			8,501,154
Operating expenses
General and administrative expenses		297,373			797,542
Operating expenses		401,293			1,093,956
Total operating expenses		698,666			1,891,498
Income from operations		2,189,245			6,609,656
Other income (expense)
Interest income		62,725			151,994
Other expense		(46,852	)		(50,156	)
Allowances income		2,438			46,520
Exchange loss		-			(42,276	)
Interest expense		(386,734	)		(1,195,392	)
Total other income (expense)		(368,423	)		(1,089,310	)
Net income before taxes		1,820,822			5,520,346
Provision for income taxes		54,498			177,287
Net income after taxes		1,766,324			5,343,059
Minority interest in gain		4,958			24,013
Net income	$	1,761,366		$	5,319,046
Foreign currency translation adjustment		254,716			254,716
Comprehensive income	$	2,016,082		$	5,573,762

The notes are an integral part of the unaudited consolidated financial statements.
See Review Report of Independent Registered Public Accounting Firm.
4

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED)

							Accumulated
			Additional				Other
	Registered		Paid In		Retained		Comprehensive
	Capital		Capital		Earnings		Income		Total
Balance December 31, 2004	$	1,816,425	$	182,319	$	6,183,987	$	-	$	8,182,731
Net income for the period		-		-		5,319,046		254,716		5,573,762
Balance September 30, 2005	$	1,816,425	$	182,319	$	11,503,033	$	254,716	$	13,756,493

The notes are an integral part of the unaudited consolidated financial statements.
See Review Report of Independent Registered Public Accounting Firm.
5

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	Nine months
	ended
	September 30,
	2005
Cash flows from operating activities:
Net gain	$	5,319,046
Adjustments to reconcile net gain to
net cash provided by operations:
Minority interest		219,812
Depreciation		453,933
Amortization		30,055
Changes in operating assets and liabilities:
Accounts receivable and other receivables		(4,608,438	)
Purchase deposits		(26,674	)
Prepaid expense and deferred charges		(146,600	)
Inventories		(2,762,146	)
Tax refunds receivable		(18,985	)
Accounts payable and accrued liabilities		(645,386	)
Accrued liabilities		2,864,681
Taxes payable		103,530
Deposits from clients		295,535
Net cash provided by operating activities		1,078,363
Cash flows from investing activities:
Construction contracts		(1,987,626	)
Additions to fixed assets		(741,326	)
Net cash used in investing activities		(2,728,952	)
Cash flows from financing activities:
Proceeds from short-term loans		16,090,077
Repayments on long-term loans		(2,520,850	)
Net cash provided by financing activities		13,569,227
Increase in cash and cash equivalents		11,918,638
Effect of rate changes on cash		254,716
Cash and cash equivalents, beginning of period		5,204,637
Cash and cash equivalents, end of period	$	17,377,991
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1,195,392
Cash paid for income taxes	$	85,689

The notes are an integral part of the unaudited consolidated financial statements.
See Review Report of Independent Registered Public Accounting Firm.
6

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to item 310 of Regulation SB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 2004.
1.	ORGANIZATION AND NATURE OF OPERATIONS
	Henan Zhongpin Food Share Company Limited (the Company) is incorporated in the People’s Republic of China (PRC). The Company is headquartered in Henan Province and has its corporate office in Changge City. The Company is principally engaged in the production of pork, pork products and vegetables, and the retail sales of pork, processed pork products, vegetables and other grocery items to customers throughout China and other export countries, either directly or through its subsidiaries (collectively the “Company”).
	Details of its subsidiaries are as follows:

	Domicile and Date	Registered		Percentage
Name	of Incorporation	Capital		of Ownership
Henan Zhongpin Industrial Company Limited	The PRC	18,000,000	RMB	88.00	%
	January 17, 2002
Henan Zhongpin Import and Export Trading Company	The PRC	5,060,000	RMB	88.93	%
	August 11, 2004

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	BASIS OF PRESENTATION
	These consolidated financial statements include the accounts of Henan Zhongpin Food Share Company Limited, Henan Zhongpin Industrial Company Limited, and Henan Zhongpin Import and Export Trading Company. All material intercompany accounts and transactions have been eliminated in consolidation.
	The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

7

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	BASIS OF PRESENTATION (Continued)
	U.S. GAAP differs from that used in the statutory financial statements of the Company, which were prepared in accordance with the relevant accounting principles and financial reporting regulations as established by the Ministry of Finance of the PRC. Certain accounting principles stipulated under U.S. GAAP are not applicable in the PRC.
	The accompanying consolidated financial statements are presented in United States (US) dollars. The functional currency is the Yuan Renminbi (RMB) of the People’s Republic of China. The consolidated financial statements are translated into US dollars from RMB at period-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
	RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.
	MINORITY INTEREST IN SUBSIDIARIES
	The Company records minority interest expense, which reflects the minority shareholders’ portion of the earnings of Henan Zhongpin Industrial Company Limited and Henan Zhongpin Import and Export Trading Company.
	RESTRICTIONS ON TRANSFER OF ASSETS OUT OF CHINA
	Dividend payments by the Company are limited by certain statutory regulations in China. No dividends may be paid by the Company without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 85% of profits, after tax.
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	SIGNIFICANT ESTIMATES
	Several areas require significant management estimates relating to uncertainties for which it is reasonably possible that there will be a material change in the near term. The more significant areas requiring the use of management estimates related to the valuation of equipment, accrued liabilities and the useful lives for amortization and depreciation.
	CASH EQUIVALENTS
	The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
	ACCOUNTS RECEIVABLE
	Accounts receivable is stated at cost, net of allowance for doubtful accounts. Based on current practice in the PRC, management provides for an allowance for doubtful accounts equivalent to those accounts that are not collected within one year.
	INVENTORIES
	Inventories are stated at the lower of cost, determined on a weighted average basis, and net realizable value. Work-in-progress and finished goods are composed of direct material, direct labor and an attributable portion of manufacturing overhead. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose.
	LAND USE RIGHTS
	The Company adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), effective January 1, 2002. Under SFAS 142, goodwill and indefinite lived intangible assets are not amortized, but are reviewed annually for impairment, or more frequently, if indications of possible impairment exist. The Company has performed the requisite annual transitional impairment tests on intangible assets and made the impairment adjustments as necessary.
	REVENUE RECOGNITION
	The Company recognizes revenue as earned when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or the services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured.

9

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	PROPERTY AND EQUIPMENT
	Impairment of long-lived assets is recognized when events or changes in circumstances indicate that the carrying amount of the asset, or related groups of assets, may not be recoverable. Under the provisions of SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the Company recognizes an "impairment charge" when the expected net undiscounted future cash flows from an asset's use and eventual disposition are less than the asset's carrying value and the asset's carrying value exceeds its fair value. Measurement of fair value for an asset or group of assets may be based on appraisal, market values of similar assets or estimated discounted future cash flows resulting from the use and ultimate disposition of the asset or assets.
	Expenditures for maintenance, repairs and betterments, which do not materially extend the normal useful life of an asset, are charged to operations as incurred. Upon sale or other disposition of assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in income.
	Depreciation and amortization are provided for financial reporting purposes primarily on the straight-line method over the estimated useful lives ranging from 5 to 50 years.
	OPERATING LEASES
	Operating leases represent those leases under which substantially all the risks and rewards of ownership of the leased assets remain with the lessors. Rental payments under operating leases are charged to expense on the straight-line basis over the period of the relevant leases.
	INCOME TAXES
	Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. In accordance with Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes," these deferred taxes are measured by applying currently enacted tax laws.
	The Company withholds and pays income taxes on its employees' wages, which funds the Chinese government's sponsored health and retirement programs of all Henan Zhongpin employees. For Henan Zhongpin employees, the Company was obligated to make contributions to the social insurance bureau under the laws of the PRC for pension and retirement benefits.

10

HENAN ZHONGPIN FOOD SHARE COMPANY LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	REGISTERED CAPITAL
	Companies in the PRC are not held by stock ownership as is the case in the US. Those creating a company register and pay in a given amount of required registered capital at formation of the company, as required by laws in the PRC governing business entity formation.

11

(2)Pro forma financial statements

STRONG TECHNICAL INC.

PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)

SEPTEMBER 30, 2005

	Strong			Falcon Link			Henan		Henan
	Technical			Investment			Zhongpin		Zhongpin			Pro Forma			Pro Forma
Assets	Inc.			Limited (BVI)			Food Co., Ltd		Food Share			Adjustments			Results
Current assets
Cash and cash equivalents	$	-		$	10,000		$	-	$	17,377,991					$	17,387,991
Trade and other receivables		-			-			-		12,971,815			(4,500	)		12,967,315
Allowances for doubtful accounts		-			-			-		(471,816	)		-			(471,816	)
Net trade accounts receivable		-			-			-		12,499,999			(4,500	)		12,495,499
Purchase deposits		-			-			-		151,194						151,194
Prepaid expenses and deferred charges		-			-			-		238,763						238,763
Inventories		-			-			-		5,906,100						5,906,100
Tax refund receivable		-			-			-		18,985			-			18,985
Total current assets		-			10,000			-		36,193,032			(4,500	)		36,198,532
Property, plant and equipment		-			-			-		10,276,255						10,276,255
Investment in subsidiary		-			-			1,816,425		-			(1,816,425	)		-
Construction contracts		-			-			-		5,924,057						5,924,057
Intangible assets		-			-			-		1,754,423			-			1,754,423
Total other assets		-			-			1,816,425		7,678,480			(1,816,425	)		7,678,480
Total assets	$	-		$	10,000		$	1,816,425	$	54,147,767		$	(1,820,925	)	$	54,153,267
Liabilities and stockholders' equity
Current liabilities
Accounts payable and other payables	$	-		$	-		$	-	$	4,689,379					$	4,689,379
Accrued liabilities		-			4,500			-		3,187,523			(4,500	)		3,187,523
Short term loans payable		-			-			-		25,209,629						25,209,629
Taxes payable		-			-			-		820,391						820,391
Deposits from clients		-			-			-		1,010,132						1,010,132
Long term loans - current portion		-			-			-		690,112			-			690,112
Total current liabilities		-			4,500			-		35,607,166			(4,500	)		35,607,166
Long term loans payable		-			-			-		4,427,018			-			4,427,018
Total liabilities		-			4,500			-		40,034,184			(4,500	)		40,034,184
Minority interest		-			-			-		357,090						357,090
Stockholders' equity
Common stock	17,766				10,000			1,816,425		1,816,425			(3,642,850	)		17,766
Additional paid in capital		-			-			-		182,319			1,808,659			1,990,978
Retained earnings	(17,766		)		(4,500	)		-		11,503,033			17,766			11,498,533
Accum. other comprehensive income		-			-			-		254,716			-			254,716
Total stockholders' equity		-			5,500			1,816,425		13,756,493			(1,816,425	)		13,761,993
Total Liabilities and stockholders' equity	$	-		$	10,000		$	1,816,425	$	54,147,767		$	(1,820,925	)	$	54,153,267

See notes to unaudited pro forma consolidated financial statements

STRONG TECHNICAL INC.

PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2004

	Strong		Falcon Link		Henan		Henan
	Technical		Investment		Zhongpin		Zhongpin			Pro Forma			Pro Forma
	Inc.		Limited (BVI)		Food Co., Ltd.		Food Share			Adjustments			Results
Sales revenues	$	-	$	-	$	-	$	42,787,153		$	-		$	42,787,153
Cost of sales		-		-		-		36,669,989			-			36,669,989
Gross profit		-		-		-		6,117,164			-			6,117,164
Operating expenses
General and administrative		-				-		1,214,365						1,214,365
Operating expenses		-		-		-		1,844,840			-			1,844,840
Total operating expenses		-		-		-		3,059,205			-			3,059,205
Income from operations		-		-		-		3,057,959			-			3,057,959
Other income (expense)
Discontinued operations		45,884		-		-		-			(45,884	)		-
Interest income		-		-		-		85,854						85,854
Other expense		-		-		-		31,807						31,807
Allowances income		-		-		-		928,302						928,302
Exchange loss		-		-		-		(22,554	)					(22,554	)
Interest expense		-		-		-		(1,208,362	)		-			(1,208,362	)
Total other income (expense)		45,884		-		-		(184,953	)		(45,884	)		(184,953	)
Net income before taxes		45,884		-		-		2,873,006			(45,884	)		2,873,006
Taxes		-		-		-		84,541			-			84,541
Net income after taxes		45,884		-		-		2,788,465			(45,884	)		2,788,465
Minority interest in gain		-		-		-		19,992			-			19,992
Net income	$	45,884	$	-	$	-	$	2,768,473		$	(45,884	)	$	2,768,473
Foreign currency translation		-		-		-		-			-			-
Comprehensive income	$	45,884	$	-	$	-	$	2,768,473		$	(45,884	)	$	2,768,473
Pro forma primary earnings per share													$	0.03
Pro forma diluted earnings per share													$	0.03
Pro forma primary common shares outstanding											17,765,650			88,828,250
Pro forma diluted common shares outstanding											17,765,650			88,828,250

See notes to unaudited pro forma consolidated financial statements

STRONG TECHNICAL INC.

PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

	Strong		Falcon Link			Henan		Henan
	Technical		Investment			Zhongpin		Zhongpin			Pro Forma		Pro Forma
	Inc.		Limited (BVI)			Food Co., Ltd.		Food Share			Adjustments		Results
Sales revenues	$	-	$	-		$	-	$	51,184,672		$	-	$	51,184,672
Cost of sales		-		-			-		42,683,518			-		42,683,518
Gross profit		-		-			-		8,501,154			-		8,501,154
Operating expenses
General and administrative		-					-		797,542					797,542
Operating expenses		-		4,500			-		1,093,956			-		1,098,456
Total operating expenses		-		4,500			-		1,891,498			-		1,895,998
Income (loss) from operations		-		(4,500	)		-		6,609,656			-		6,605,156
Other income (expense)
Interest income		-		-			-		151,994					151,994
Other expense		-		-			-		(50,156	)				(50,156	)
Allowances income		-		-			-		46,520					46,520
Exchange loss		-		-			-		(42,276	)				(42,276	)
Interest expense		-		-			-		(1,195,392	)		-		(1,195,392	)
Total other income (expense)		-		-			-		(1,089,310	)		-		(1,089,310	)
Net income (loss) before taxes		-		(4,500	)		-		5,520,346			-		5,515,846
Taxes		-		-			-		177,287			-		177,287
Net income (loss) after taxes		-		(4,500	)		-		5,343,059			-		5,338,559
Minority interest in gain		-		-			-		24,013			-		24,013
Net income (loss)	$	-	$	(4,500	)	$	-	$	5,319,046		$	-	$	5,314,546
Foreign currency translation		-		-			-		254,716			-		254,716
Comprehensive income (loss)	$	-	$	(4,500	)	$	-	$	5,573,762		$	-	$	5,569,262
Pro forma primary earnings per share													$	0.06
Pro forma diluted earnings per share													$	0.06
Pro forma primary common shares outstanding											17,765,650			88,828,250
Pro forma diluted common shares outstanding											17,765,650			88,828,250

See notes to unaudited pro forma consolidated financial statements

STRONG TECHNICAL INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

1.           BASIS OF PRESENTATION

The unaudited pro forma consolidated financial statements include the accounts of Strong Technical Inc. (Strong), Falcon Link Investment Limited (Falcon), Henan Zhongpin Food Co., Ltd. (ZP Limited) and Henan Zhongpin Food Share Company Limited (ZP Share). Strong acquired Falcon in a stock exchange on January 23, 2006 by issuing ?? shares of its common stock in exchange for all of the issued and outstanding stock of Falcon. Prior to that, Falcon acquired ZP Limited on September 26, 2005 and ZP Limited acquired ZP Share on May 30, 2005. All three acquisition transactions constitute transfers under common control and are accounted for as reverse mergers, in which ZP Share is treated as the accounting acquirer. Thus, the financial statements will be primarily those of ZP Share with the adoption of the capital structure of Strong.

Strong is the registrant, a Delaware corporation established on February 4, 2003. Strong has a fiscal year end of June 30, and currently has no operations other than the acquisition of Falcon on January 23, 2006. The balance sheet of Strong on September 30, 2005, as filed with Form 10-QSB, contained no assets and no liabilities. The balance sheet of Strong as of September 30, 2005 is presented in the pro forma consolidated balance sheet. The statement of operations of Strong for the year ended June 30, 2005, as filed with Form 10-KSB is presented in the pro forma consolidated statement of operations for the year ended December 31, 2004. The income from discontinued operations will be non-recurring, and has therefore been eliminated as a pro forma adjustment. The statement of operations of Strong for the three months ended September 30, 2005, as filed with Form 10-QSB indicated no revenues or expenses, and is presented in the pro forma consolidated statement of operations for the nine months ended September 30, 2005.

Falcon was incorporated in the British Virgin Islands on July 21, 2005 for the sole purpose of acquiring and holding ZP Limited, and has no other operations. The unaudited accounts of Falcon as of September 30, 2005 are included in the pro forma consolidated balance sheet. Falcon did not exist in 2004, therefore no revenues or expenses are shown for the year ended December 31, 2004. Falcon had no revenues and only minimal expenses for the period from its inception to September 30, 2005. Accordingly, those expenses are included on the pro forma consolidated statement of operations for the nine months ended September 30, 2005.

ZP Limited was incorporated in the People’s Republic of China (the PRC) on May 20, 2005 for the sole purpose of acquiring and holding ZP Share, and has no other operations. The unaudited accounts of ZP Limited as of September 30, 2005 are included in the pro forma consolidated balance sheet. ZP Limited did not exist in 2004, therefore no revenues or expenses are shown for the year ended December 31, 2004. ZP Limited had no revenues or expenses for the period from its inception to September 30, 2005. Accordingly, none are shown on the pro forma consolidated statement of operations for the nine months ended September 30, 2005.

STRONG TECHNICAL INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

1.           BASIS OF PRESENTATION (Continued)

ZP Share was incorporated in November of 1997 in the People’s Republic of China (the PRC), and is in the business of producing and selling pork, pork products, vegetables and other grocery products within the PRC either directly or through its subsidiaries, Henan Zhongpin Industrial Company Limited and Henan Zhongpin Import and Export Trading Company. ZP Share’s unaudited consolidated balance sheet as of September 30, 2005 is included in the pro forma consolidated balance sheet. ZP Share’s audited consolidated statement of operations for the year ended December 31, 2004 is included in the pro forma consolidated statement of operations for the year ended December 31, 2004, and its unaudited consolidated statement of operations for the nine months ended September 30, 2005 is included in the pro forma consolidated statement of operations for the nine months ended September 30, 2005.

2.           PRO FORMA ADJUSTMENTS

The pro forma adjustments on the pro forma consolidated balance sheet eliminate related party receivables against corresponding related party payables. There are also entries to eliminate investments in subsidiary accounts, to agree retained earnings to those of ZP Share, and to adjust common stock and additional paid in capital accounts to the capital structure of Strong.

The consolidating entries on the pro forma consolidated statement of operations for the year ended December 31, 2004 eliminate the effect of non-recurring income from discontinued operations.

(b)	Exhibits:
	2.1	*	Share Exchange Agreement, dated as of January 30, 2006, by and between the Registrant
			and Falcon Link Investment Limited
	3.1		Certificate of Incorporation of Registrant filed February 4, 2003 with the Delaware
			Secretary of State(#)
	3.2	*	Amendment to Certificate of Incorporation of Registrant filed January 30, 2005 with the
			Delaware Secretary of State
	3.3	*	Certificate of Designation of Series A Convertible Preferred Stock of Registrant filed
			January 30, 2005 with the Delaware Secretary of State
	3.4		Amended By-law of the Registrant (#)
	10.1	*	Loan Agreements between Agricultural Bank of China, Xuchang Branch and Henan
			Zhongpin Food Share Co., Ltd.
	10.2	*	Loan Agreement dated March 31, 2005 between CITIC Industrial Bank, Zhengzhou
			Branch and Henan Zhongpin Food Share Co., Ltd. ($)
	10.3	*	Loan Agreements between Shanghai Pudong Development Bank, Zhengzhou Branch and
			Henan Zhongpin Food Share Co., Ltd. ($)
	10.4	*	Loan Agreements between China Construction Bank, Xuchang Branch and Henan
			Zhongpin Food Share Co., Ltd. ($)
	10.5	*	Transfer Loan Agreement dated May 31, 2002 between Bank of Communications,
			Zhengzhou Branch and Henan Zhongpin Food Share Co., Ltd. ($)
	10.6	*	Equipment Purchase Agreement dated July 18, 2001between Henan International
			Economic Trading Corporation (buyer), Henan Zhongpin Food Share Co., Ltd. (end user)
			and Berg Chilling Systems Inc.(seller). ($)
	10.7	*	Advisory Agreements dated April 07, 2005 and April 26, 2005 between Greenstone
			Investment & Consultants Ltd. and Henan Zhongpin Food Share Co., Ltd. ($)
	10.8	*	Agreement on Transfer of Shares of Henan Zhongpin Food Share Co., Ltd. dated May 23,
			2005 between Zhu Xianfu and Henan Zhongpin Food Co., Ltd. ($)
	10.9	*	Agreement on Transfer of Shares of Henan Zhongpin Food Share Co., Ltd. dated May 23,
			2005 between Ben Baoke and Henan Zhongpin Food Co., Ltd. ($)
	10.10	*	Agreement on Transfer of Shares of Henan Zhongpin Food Share Co., Ltd. dated May 23,
			2005 between Si Shuichi and Henan Zhongpin Food Co., Ltd. ($)
	10.11	*	Agreement on Transfer of Shares of Henan Zhongpin Food Share Co., Ltd. dated May 23,
			2005 between Wang Qinghe and Henan Zhongpin Food Co., Ltd. ($)

47

10.12	*	Agreement on Transfer of Shares of Henan Zhongpin Food Share Co., Ltd. dated May 23,
		2005 between Liu Chaoyang and Henan Zhongpin Food Co., Ltd. ($)
10.13	*	Agreement on Transfer of Shares of Henan Zhongpin Food Share Co., Ltd. dated May 23,
		2005 between Wang Juanjuan and Henan Zhongpin Food Co., Ltd. ($)
10.14	*	Agreement on Trust of Share Equity of Henan Zhongpin Food Share Co., Ltd. dated May
		23, 2005 between Zhu Xianfu, Ben Baoke, Si Shuichi, Wang Qinghe, Liu Chaoyang and
		Wang Juanjuan and Henan Zhongpin Food Co., Ltd. ($)
10.15	*	Agreement on Transfer of Equity Interest of Henan Zhongpin Food Co., Ltd. dated
		August 16, 2005 between Zhu Xianfu, Ben Baoke, Si Shuichi, Wang Qinghe, Liu
		Chaoyang, and Wang Juanjuan (“Transferors”) and Falcon Link Investment Ltd. ($)
10.16	*	Securities Purchase Agreement, dated as of January 30, 2006, by and among the
		Registrant and the purchasers named therein
10.17	*	Registration Rights Agreement, dated as of January 30, 2006, by and among the
		Registrant and the purchaser named therein
10.18	*	Form of Warrant to purchase common stock
16.1	+	Letter from Sherb & Co., LLP regarding change in certifying accountant
21.1	*	List of Subsidiaries of Registrant
99.1	*	Business License of Henan Zhongpin Food Share Co., Ltd., dated December 16, 2003
		(translated from Mandarin)
99.2	*	By-Laws of Henan Zhongpin Food Share Co., Ltd., dated May 23, 2005 (translated from
		Mandarin)
99.3	*	Governmental Approval of the Acquisition of Henan Zhongpin Food Co., Ltd. by Falcon
		Link Investment Limited, dated September 13, 2005 (translated from Mandarin)
99.4	*	Certificate of Approval for Establishment of an Enterprise with Foreign Investment
		[Henan Zhongpin Food Co., Ltd.] in the People’s Republic of China, dated September 15,
		2005 (translated from Mandarin)
99.5	*	By-Laws of Henan Zhongpin Food Co., Ltd., dated August, 2005  (translated from Mandarin)
99.6	*	Certificate of Incorporation of Falcon Link Investment Limited, dated July 21, 2005
99.7	*	Memorandum of Association of Falcon Link Investment Limited, dated July 21, 2005
99.8	*	Articles of Association of Falcon Link Investment Limited, dated July 21, 2005
99.9	*	Business License of Henan Zhongpin Food Co., Ltd. dated May 26, 2005  (translated from Mandarin)

     * Filed herewith

      (#) Filed as Exhibit 3.1 to the Registration Statement on Form SB-2 filed with the SEC on January 22, 2004 and incorporated by reference herein.

      (##) Filed as Exhibit 3.2A to Amendment No. 2 to the Registration Statement on Form SB-2 filed with the SEC on June 4, 2004 and incorporated by reference herein.

      ($) Original agreement in Mandarin, summary of key terms attached

      +To be filed by amendment .

48

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STRONG TECHNICAL INC.
Dated:      January 31, 2006	By:	/s/ XIANFU ZHU
		Name:	XIANFU ZHU
		Title:	CEO and Chairman

49

EX-2.1

                            SHARE EXCHANGE AGREEMENT

                  This SHARE EXCHANGE AGREEMENT (this "AGREEMENT"),  dated as of
January 30, 2006, is by and among Strong Technical Inc., a Delaware  corporation
(the "PARENT"),  Falcon Link Investment  Limited, a corporation formed under the
laws of the British  Virgin Islands (the  "COMPANY"),  the  Stockholders  of the
Company signatory hereto (the "STOCKHOLDERS") and as to Articles IV, VIII and IX
only, Kevin Halter, Jr. ("HALTER").

                                   BACKGROUND

                  The Company has 10,000  shares of capital  stock (the "COMPANY
STOCK")  outstanding,  all of which  are held by the  Stockholders.  Each of the
Stockholders  is the  record  and  beneficial  owner of the  number of shares of
Company Stock set forth opposite such  Stockholder's  name on EXHIBIT A. Each of
the  Stockholders  has agreed to transfer  all of his,  her or its  (hereinafter
"ITS") shares of Company Stock in exchange for the number of newly issued shares
of Common Stock,  par value $0.001 per share, of the Parent (the "PARENT STOCK")
listed  opposite  such  Stockholder's  name on EXHIBIT A, which in the aggregate
amount to a total of 397,676,704 shares of Parent Stock (the "SHARES").

                  The exchange of Company  Stock for Parent Stock is intended to
constitute a  reorganization  within the meaning of Section  368(a)(1)(B) of the
Internal  Revenue Code of 1986 (the  "CODE"),  as amended or such other tax free
reorganization exemptions that may be available under the Code.

                  Halter beneficially owns approximately 18.0% of the issued and
outstanding Parent Stock as of the date hereof.

                  The Board of  Directors  of the Parent and of the  Company has
determined that it is desirable to effect this plan of reorganization  and share
exchange.


                                    AGREEMENT

                  NOW THEREFORE, the parties agree as follows:

ARTICLE I

                               EXCHANGE OF SHARES

     SECTION  1.01.  EXCHANGE  BY  STOCKHOLDERS.  At the  Closing (as defined in
Section 1.02 below),  each of the  Stockholders  shall sell,  transfer,  convey,
assign and deliver to the Parent its  Company  Stock free and clear of all Liens
(as defined in Section  2.01 below) in exchange  for the Parent  Stock listed on
EXHIBIT A opposite such Stockholder's name.

     SECTION 1.02.  CLOSING.  The closing (the  "CLOSING")  of the  transactions
contemplated hereby (the "TRANSACTIONS")  shall take place on the date hereof or
on such later date as the parties hereto may agree (the "CLOSING DATE").




ARTICLE II

                 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

         Each of the Stockholders  hereby severally (and not jointly) represents
and warrants to the Parent with respect to itself, as follows:

     SECTION 2.01.  GOOD TITLE.  The  Stockholder  is the record and  beneficial
owner, and has good title to its Company Stock,  with the right and authority to
sell  and  deliver  such  Company  Stock to the  Parent.  Upon  delivery  of any
certificate  or  certificates  duly  assigned,  representing  the same as herein
contemplated  and/or  upon  registering  of the  Parent  as the new owner of the
Company Stock in the share register of the Company, the Parent will receive good
title to its Company  Stock,  free and clear of all liens,  security  interests,
pledges, equities and claims of any kind, voting trusts,  stockholder agreements
and other encumbrances (collectively, "LIENS").

     SECTION 2.02. ORGANIZATION AND STANDING OF STOCKHOLDERS. If the Stockholder
is an entity,  such Stockholder is a corporation,  limited  liability company or
partnership  duly  incorporated  or  organized,  validly  existing  and in  good
standing  under  the  laws  of  the   jurisdiction  of  its   incorporation   or
organization.


     SECTION 2.03.  POWER AND AUTHORITY.  Each Stockholder that is an entity has
the legal  power and  authority  to execute and deliver  this  Agreement  and to
perform  its  obligations  hereunder.  All  acts  required  to be  taken  by the
Stockholders to enter into this Agreement and to carry out the Transactions have
been properly  taken.  This  Agreement  constitutes  a legal,  valid and binding
obligation  of  the  Stockholder,   enforceable   against  such  Stockholder  in
accordance with the terms hereof.

     SECTION 2.04. NO CONFLICTS. The execution and delivery of this Agreement by
the  Stockholder  and the  performance  by the  Stockholder  of its  obligations
hereunder in accordance with the terms hereof:  (i) will not require the consent
of any third party or any federal,  state,  local or foreign  government  or any
court of competent  jurisdiction,  administrative  agency or commission or other
governmental  authority or instrumentality,  domestic or foreign  ("GOVERNMENTAL
ENTITY")  under any statutes,  laws,  ordinances,  rules,  regulations,  orders,
writs, injunctions, judgments, or decrees (collectively,  "LAWS"); (ii) will not
violate any Laws  applicable to such  Stockholder  and (iii) will not violate or
breach any contractual obligation to which such Stockholder is a party.

     SECTION  2.05.  NO  FINDER'S  FEE.  The  Stockholder  has not  created  any
obligation for any finder's,  investment  banker's or broker's fee in connection
with the Transactions.

     SECTION  2.06.  PURCHASE  ENTIRELY FOR OWN ACCOUNT.  The Parent Stock to be
issued to the Stockholder  hereunder will be acquired for investment for its own
account,  and not with a view to the resale or distribution of any part thereof,
and the Stockholder has no present intention



                                       2


of selling or otherwise distributing the Parent Stock, except in compliance with
applicable securities laws.

     SECTION 2.07. AVAILABLE INFORMATION. The Stockholder has such knowledge and
experience  in financial  and business  matters that it is capable of evaluating
the merits and risks of investment in the Parent.

     SECTION 2.08. NON-REGISTRATION. The Stockholder understands that the Parent
Stock to it under this  Agreement has not been  registered  under the Securities
Act of 1933, as amended (the "SECURITIES ACT") and, if issued in accordance with
the  provisions  of this  Agreement,  will be issued  by  reason  of a  specific
exemption from the  registration  provisions of the Securities Act which depends
upon, among other things,  the bona fide nature of the investment intent and the
accuracy of the Stockholder's representations as expressed herein.

     SECTION 2.09. RESTRICTED SECURITIES.  The Stockholder  understands that the
Parent Stock is  characterized as "restricted  securities"  under the Securities
Act inasmuch as this Agreement contemplates that, if acquired by the Stockholder
pursuant  hereto,  the Parent  Stock  would be  acquired  in a  transaction  not
involving a public offering.  The Stockholder  further  acknowledges that if the
Parent Stock is issued to the  Stockholder in accordance  with the provisions of
this Agreement,  such Parent Stock may not be resold without  registration under
the  Securities  Act  or  the  existence  of an  exemption  therefrom.  In  this
connection,  the  Stockholder  represents  that it is  familiar  with  Rule  144
promulgated  under the Securities  Act, as presently in effect,  and understands
the resale limitations imposed thereby and by the Securities Act.

     SECTION 2.10. LEGENDS. It is understood that the certificates  representing
Parent  Stock to be  issued  under  this  Agreement  will bear one or all of the
following legends or any legend substantially similar to the following:

          (a) "THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
     HYPOTHECATED  IN THE  ABSENCE OF A  REGISTRATION  STATEMENT  IN EFFECT WITH
     RESPECT  TO  THE  SECURITIES  UNDER  SUCH  ACT  OR AN  OPINION  OF  COUNSEL
     REASONABLY  SATISFACTORY  TO THE  COMPANY  THAT  SUCH  REGISTRATION  IS NOT
     REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."

          (b) Any  legend  required  by the "blue  sky" laws of any state to the
     extent  such  laws are  applicable  to the  securities  represented  by the
     certificate so legended.

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         In order to induce the Parent to enter into this Agreement and to issue
the  Shares  to  the  Stockholders,  the  Company  hereby  makes  the  following
representations and warranties to the Parent and Halter:



                                       3


     SECTION  3.01.   ORGANIZATION,   STANDING  AND  POWER.  The  Company  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the British Virgin Islands and has the requisite corporate power to own,
lease and operate its properties and assets and to conduct its business as it is
now being conducted.  The Company and each of 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 or property owned by
it makes such qualification necessary,  except for any jurisdiction(s) (alone or
in the  aggregate)  in which  the  failure  to be so  qualified  will not have a
Material  Adverse Effect.  For the purposes of this Agreement:  (a) "SUBSIDIARY"
shall mean, with respect to any corporation or other entity,  any corporation or
other entity of which at least a majority of the  securities or other  ownership
interest  having  ordinary  voting power  (absolutely or  contingently)  for the
election of directors or other persons  performing  similar functions are at the
time owned directly or indirectly by such corporation or other entity and/or any
of its other Subsidiaries;  and (b) "MATERIAL ADVERSE EFFECT" any adverse effect
on an entity's business, operations, assets, prospects or financial condition of
such  entity and its  Subsidiaries,  taken as a whole,  and which is material to
such entity or other entities  controlling or controlled by such entity or which
is likely to  materially  hinder the  performance  by such  entity or any of its
Subsidiaries of their respective obligations hereunder.

     SECTION 3.02. COMPANY SUBSIDIARIES;  EQUITY INTERESTS. SCHEDULE 3.02 hereto
sets forth each  Subsidiary  of the  Company,  showing the  jurisdiction  of its
incorporation  or  organization  and showing  the  percentage  of each  person's
ownership of the outstanding stock or other interests of such Subsidiary. All of
the  outstanding  shares  of  capital  stock of each  Subsidiary  have been duly
authorized and validly issued, and are fully paid and  nonassessable.  There are
no  outstanding  preemptive,  conversion or other rights,  options,  warrants or
agreements  granted or issued by or binding upon any Subsidiary for the purchase
or  acquisition  of any shares of capital  stock of any  Subsidiary or any other
securities  convertible  into,  exchangeable  for or  evidencing  the  rights to
subscribe  for any shares of such  capital  stock.  Neither  the Company nor any
Subsidiary is subject to any obligation  (contingent or otherwise) to repurchase
or otherwise acquire or retire any shares of the capital stock of any Subsidiary
or any convertible securities, rights, warrants or options of the type described
in the preceding  sentence.  Neither the Company nor any Subsidiary is party to,
nor has any knowledge of, any  agreement  restricting  the voting or transfer of
any shares of the capital stock of any Subsidiary.

     SECTION  3.03.  CAPITAL  STRUCTURE.  The  authorized  capital  stock of the
Company  consists  of 50,000  shares,  of which,  10,000  shares  are issued and
outstanding.  Except as set forth  above,  no shares of  capital  stock or other
voting  securities  of  the  Company  are  issued,   reserved  for  issuance  or
outstanding.  Except as set forth on SCHEDULE  3.03  hereto,  the Company is the
sole record and beneficial  owner of all of the issued and  outstanding  capital
stock of each of its Subsidiaries.  All outstanding  shares of the capital stock
of the Company and each of its Subsidiaries are duly authorized, validly issued,
fully paid and  nonassessable  and not subject to or issued in  violation of any
purchase  option,  call  option,  right  of  first  refusal,  preemptive  right,
subscription  right or any similar right under any  provision of the  applicable
corporation  law or any  contract to which the  Company is a party or  otherwise
bound.  Except as set forth on SCHEDULE  3.03  hereto,  there are not any bonds,
debentures,  notes or other  indebtedness of Company or any of its  Subsidiaries
having the right to vote (or convertible into, or exchangeable  for,  securities
having the right to vote) on any matters on which holders of ordinary  shares of
the Company or any capital stock of its  subsidiaries  may vote ("VOTING COMPANY
DEBT"). Except as



                                       4


set forth above,  as of the date of this  Agreement,  there are not any options,
warrants,  rights,  convertible  or  exchangeable  securities,  "phantom"  stock
rights, stock appreciation rights,  stock-based performance units,  commitments,
Contracts,  arrangements or undertakings of any kind to which the Company or any
of its  Subsidiaries  is a party or by which any of them is bound (i) obligating
the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be
issued,  delivered or sold,  additional  shares of capital stock or other equity
interests in, or any security  convertible  or exercisable  for or  exchangeable
into any capital stock of or other equity interest in, the Company or any of its
Subsidiaries  or any Voting Company Debt,  (ii) obligating the Company or any of
its Subsidiaries to issue, grant, extend or enter into any such option, warrant,
call, right, security, commitment, contract, arrangement or undertaking or (iii)
that give any person the right to receive any economic  benefit or right similar
to or derived from the economic  benefits and rights occurring to holders of the
capital stock of the Company or of any of its Subsidiaries.  Except as set forth
in SCHEDULE  3.03 hereto,  as of the date of this  Agreement,  there are not any
outstanding  contractual  obligations  of the Company to  repurchase,  redeem or
otherwise acquire any shares of capital stock of the Company.

     SECTION  3.04.  AUTHORITY;  EXECUTION  AND  DELIVERY;  ENFORCEABILITY.  The
Company  has the  requisite  corporate  power and  authority  to enter  into and
perform  this  Agreement.  The  execution,  delivery  and  performance  of  this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  thereby  have been duly and validly  authorized  by all  necessary
corporate action,  and no further consent or authorization of the Company or its
Board of Directors or  stockholders  is required.  This  Agreement has been duly
executed and delivered by the Company.  This  Agreement  constitutes a valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,    reorganization,    moratorium,   liquidation,    conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of,  creditor's  rights and remedies or by equitable  principles  or remedies of
general application.

     SECTION 3.05.  NO CONFLICTS; CONSENTS.

          (a) The execution,  delivery and  performance of this Agreement by the
     Company  and  the   consummation   by  the  Company  of  the   transactions
     contemplated  hereby  and  thereby  do not and  will  not (i)  violate  any
     provision of the  Memorandum of  Association  or Articles of Association of
     the Company or any Subsidiary's comparable charter documents, (ii) conflict
     with,  or  constitute  a default (or an event which with notice or lapse of
     time or both would become a default) under, or give to others any rights of
     termination,  amendment,  acceleration or  cancellation  of, any agreement,
     mortgage, deed of trust,  indenture,  note, bond, license, lease agreement,
     instrument or obligation to which the Company or any of its Subsidiaries is
     a party or by which  the  Company  or any of its  Subsidiaries'  respective
     properties  or assets are bound,  (iii) create or impose a lien,  mortgage,
     security  interest,  charge or encumbrance of any nature on any property or
     asset of the Company or any of its Subsidiaries  under any agreement or any
     commitment to which the Company or any of its Subsidiaries is a party or by
     which the  Company or any of its  Subsidiaries  is bound or by which any of
     their  respective  properties  or assets  are  bound,  or (iv)  result in a
     violation  of  any  federal,   state,  local  or  foreign  statute,   rule,
     regulation,   order,  judgment  or  decree  (including  federal  and  state
     securities  laws and  regulations)  applicable to the Company



                                       5


     or any of its Subsidiaries or by which any property or asset of the Company
     or any of its Subsidiaries is bound or affected, except, in all cases other
     than violations  pursuant to clause (iv) (with respect to federal and state
     securities  laws)  above,  for  such  conflicts,  defaults,   terminations,
     amendments,  acceleration,  cancellations  and  violations  as  would  not,
     individually  or in the  aggregate,  have a Material  Adverse  Effect.  The
     business of the  Company and its  Subsidiaries  is not being  conducted  in
     violation  of any  laws,  ordinances  or  regulations  of any  governmental
     entity,  except  for  possible  violations  which,  singularly  or  in  the
     aggregate,  do not and will not have a Material Adverse Effect. Neither The
     Company nor any of its  Subsidiaries  is  required  under  federal,  state,
     foreign  or  local  law,   rule  or   regulation  to  obtain  any  consent,
     authorization  or order of, or make any filing or  registration  with,  any
     court or governmental agency in order for it to execute, deliver or perform
     any of its obligations under the this Agreement or the Merger Agreement.

          (b)  Except  as set forth in  SCHEDULE  3.05  hereto  and  except  for
     required   filings  with  the  Securities  and  Exchange   Commission  (the
     "COMMISSION") and applicable "Blue Sky" or state securities commissions, no
     material  consent,  approval,   license,  permit,  order  or  authorization
     ("CONSENT")  of, or  registration,  declaration  or filing with,  or permit
     from, any Governmental Entity is required to be obtained or made by or with
     respect to the Company or any of its  Subsidiaries  in connection  with the
     execution,  delivery and performance of this Agreement or the  consummation
     of the Transactions.

     SECTION  3.06.  TAXES.  Except as set forth on SCHEDULE  3.06  hereto,  the
Company  and each of its  Subsidiaries  has  accurately  prepared  and filed all
governmental  and other tax returns  required by law to be filed by it, has paid
or  made  provisions  for  the  payment  of all  taxes  shown  to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the  financial  statements of the Company and its  Subsidiaries  for all current
taxes and other  charges to which the Company or any  Subsidiary  is subject and
which are not  currently  due and  payable.  The Company has no knowledge of any
additional  assessments,  adjustments  or contingent tax liability of any nature
whatsoever,  whether pending or threatened against the Company or any Subsidiary
for  any  period,  nor of any  basis  for any  such  assessment,  adjustment  or
contingency.

     SECTION  3.07.  EMPLOYEES.  Neither the Company nor any  Subsidiary  of the
Company has any collective bargaining arrangements or agreements covering any of
its  employees.  Neither the Company nor any  Subsidiary of the Company has and,
after giving effect to the Transactions, will not have, any employment contract,
agreement  regarding   proprietary   information,   non-competition   agreement,
non-solicitation  agreement,  confidentiality  agreement,  or any other  similar
contract or restrictive covenant, relating to the right of any officer, employee
or consultant to be employed or engaged by the Company or such Subsidiary. Since
September 30, 2005, no officer, consultant or key employee of the Company or any
Subsidiary  of the Company  whose  termination,  either  individually  or in the
aggregate,  could have a Material  Adverse  Effect,  has  terminated  or, to the
knowledge of the Company,  has any present  intention of terminating  his or her
employment or engagement with the Company or any Subsidiary of the Company.



                                       6


     SECTION 3.08. LITIGATION.  There is no action, suit, claim,  investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the  knowledge of the Company,  threatened  against the Company or any of
its  Subsidiaries  which  questions  the  validity  of  this  Agreement  or  the
Transactions  or any action taken or to be taken  pursuant  hereto.  There is no
action, suit, claim,  investigation,  arbitration,  alternate dispute resolution
proceeding  or other  proceeding  pending or, to the  knowledge  of the Company,
threatened  against or involving the Company,  any  Subsidiary of the Company or
any of their  respective  properties  or assets,  which  individually  or in the
aggregate,  would  have a  Material  Adverse  Effect.  There are no  outstanding
orders,  judgments,  injunctions,  awards or decrees of any court, arbitrator or
governmental  or  regulatory  body against the Company or any  Subsidiary of the
Company or any  officers or directors  of the Company or any  Subsidiary  of the
Company in their  capacities as such, which  individually,  or in the aggregate,
would have a Material Adverse Effect.

     SECTION 3.09.  COMPLIANCE WITH APPLICABLE LAWS. The business of the Company
and its  Subsidiaries  has been and is presently  being  conducted in accordance
with all applicable governmental laws, rules, regulations and ordinances, except
as set forth on  SCHEDULE  3.09  hereto  or such  that,  individually  or in the
aggregate, the noncompliance therewith would not have a Material Adverse Effect.
The Company and each of its Subsidiaries have all franchises, permits, licenses,
consents and other  governmental  or  regulatory  authorizations  and  approvals
necessary  for the conduct of its  business as now being  conducted by it unless
the failure to possess such franchises,  permits,  licenses,  consents and other
governmental or regulatory authorizations and approvals,  individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

     SECTION 3.10. BROKERS;  SCHEDULE OF FEES AND EXPENSES.  Except as set forth
on SCHEDULE  3.10  hereto,  the Company has not employed any broker or finder or
incurred  any  liability   for  any   brokerage  or  investment   banking  fees,
commissions, finders' structuring fees, financial advisory fees or other similar
fees in connection with this Agreement or the Transactions.

     SECTION  3.11.  CONTRACTS.  Except for this  Agreement  and as set forth on
SCHEDULE 3.11 hereto, neither the Company nor any Subsidiary of the Company is a
party  to any  written  or oral  contract,  instrument,  agreement,  commitment,
obligation,  plan or arrangement,  a copy of which would be required to be filed
with the  Commission  if the  Company  or any  Subsidiary  of the  Company  were
registering securities under the Securities Act (collectively, "COMPANY MATERIAL
AGREEMENTS").  Except as set forth on SCHEDULE 3.11 hereto, the Company and each
Subsidiary  of the  Company  has in all  material  respects  performed  all  the
obligations  required  to be  performed  by  them to date  under  the  foregoing
agreements, have received no notice of default and, to the best of the Company's
knowledge,  are not now, and after giving  effect to the  Transactions  will not
be,in default under any the Company Material Agreement now in effect, the result
of which could cause a Material Adverse Effect.

     SECTION 3.12. TITLE TO PROPERTIES. Each of the Company and its Subsidiaries
has and, after giving effect to the  Transactions,  will continue to have,  good
and marketable title to all of its real and personal property, free and clear of
any mortgages, pledges, charges, liens, security interests or other encumbrances
of any nature whatsoever, except for those indicated on



                                       7


     SCHEDULE 3.12 hereto or such that, individually or in the aggregate, do not
have a Material  Adverse Effect.  All material leases of the Company and each of
its Subsidiaries are valid and subsisting and in full force and effect.

     SECTION 3.13. INTELLECTUAL PROPERTY.  SCHEDULE 3.13 contains a complete and
correct  list  of  all  patents,  trademarks,   domain  names  (whether  or  not
registered) and any patentable  improvements or  copyrightable  derivative works
thereof,  websites and intellectual  property rights relating  thereto,  service
marks, trade names, copyrights, licenses and authorizations, and all rights with
respect  to the  foregoing  held  by  the  Company  or  any of its  Subsidiaries
(collectively,  the "COMPANY PROPRIETARY  RIGHTS").  The Company and each of its
Subsidiaries  owns or possesses  and,  after giving effect to the  Transactions,
will continue to own or possess,  all the Company  Proprietary  Rights which are
necessary for the conduct of its business as now conducted  without any conflict
with the rights of others.  Except as disclosed on SCHEDULE 3.13 hereto,  (i) as
of the date of this Agreement,  neither the Company nor any of its  Subsidiaries
has received any written  notice that any Company  Proprietary  Rights have been
declared  unenforceable or otherwise invalid by any court or governmental agency
or  will  become   unenforceable  or  otherwise  invalid  as  a  result  of  the
Transactions,  and  (ii) as of the  date of this  Agreement,  there  is,  to the
knowledge  of  the  Company,  no  material  existing  infringement,   misuse  or
misappropriation  of any Company  Proprietary Rights by others that could have a
Material  Adverse Effect.  Neither the Company nor any of its  Subsidiaries  has
received any written  notice  alleging that the operation of the business of the
Company or any of its  Subsidiaries  infringes in any material  respect upon the
intellectual property rights of others.

     SECTION  3.14.  ENVIRONMENTAL  COMPLIANCE.  Except as disclosed on SCHEDULE
3.14 hereto, the Company and each of its Subsidiaries have obtained all material
approvals, authorization,  certificates,  consents, licenses, orders and permits
or other similar  authorizations  of all governmental  authorities,  or from any
other person,  that are required  under any Company  Environmental  Laws for the
operation of their  respective  businesses  as currently  conducted  and for the
consummation of the  Transactions.  SCHEDULE 3.14 hereto sets forth all material
permits,   licenses   and  other   authorizations   issued   under  any  Company
Environmental  Laws to the Company or its Subsidiaries.  "COMPANY  ENVIRONMENTAL
LAWS" shall mean all  governmental  laws applicable to the Company or any of its
Subsidiaries  relating to the protection of the environment  including,  without
limitation,  all requirements  pertaining to reporting,  licensing,  permitting,
controlling,  investigating or remediating  emissions,  discharges,  releases or
threatened releases of hazardous  substances,  chemical substances,  pollutants,
contaminants or toxic substances,  materials or wastes, whether solid, liquid or
gaseous in nature, into the air, surface water, groundwater or land, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of hazardous substances, chemical substances,  pollutants,
contaminants or toxic substances,  material or wastes,  whether solid, liquid or
gaseous in nature.  Except as set forth on SCHEDULE 3.14 hereto, the Company has
and,  after  giving  effect to the  Transactions,  will  continue  to have,  all
necessary  governmental  approvals required under all the Company  Environmental
Laws and used in its  business or in the  business  of any of its  Subsidiaries,
except for such instances as would not  individually  or in the aggregate have a
Material  Adverse Effect.  The Company and each of its  Subsidiaries are also in
compliance  with all other  limitations,  restrictions,  conditions,  standards,
requirements,  schedules  and  timetables  required or imposed under all Company
Environmental  Laws where  non-compliance  could have a Material Adverse Effect.
Except for such instances as would not individually or in the



                                       8


aggregate have a Material  Adverse Effect,  there are no past or present events,
conditions, circumstances, incidents, actions or omissions relating to or in any
way  affecting the Company or its  Subsidiaries  that violate or may violate any
Company  Environmental  Law  after  the  Closing  or that may  give  rise to any
Environmental  Liabilities,  or otherwise  form the basis of any claim,  action,
demand, suit, proceeding,  hearing, study or investigation (i) under any Company
Environmental  Law, or (ii) based on or related to the manufacture,  processing,
distribution,   use,   treatment,   storage   (including,   without  limitation,
underground storage tanks),  disposal,  transport or handling,  or the emission,
discharge,  release or threatened release of any hazardous  substance.  "COMPANY
ENVIRONMENTAL  LIABILITIES"  means all  liabilities  of a person  (whether  such
liabilities are owed by such person to governmental  authorities,  third parties
or otherwise)  currently in existence or arising hereafter and which arise under
or relate to any Company Environmental Law.

     SECTION 3.15.  FINANCIAL  STATEMENTS.  As of their  respective  dates,  the
financial statements of the Company and its Subsidiaries (the "COMPANY FINANCIAL
STATEMENTS")  comply  as to  form  in  all  material  respects  with  applicable
accounting   requirements  and  the  published  rules  and  regulations  of  the
Commission or other applicable rules and regulations with respect thereto.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles ("GAAP") applied on a consistent basis during the periods
involved (except (i) as may be otherwise indicated in such financial  statements
or the notes thereto,  or (ii) in the case of unaudited interim  statements,  to
the  extent  they may not  include  footnotes  or may be  condensed  or  summary
statements),  and fairly present in all material respects the financial position
of the Company and its  Subsidiaries  as of the dates thereof and the results of
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements, to normal year-end audit adjustments).

     SECTION  3.16. NO MATERIAL  ADVERSE  CHANGE.  Since  September 30, 2005, no
event or condition has occurred  with respect to Falcon and/or its  Subsidiaries
which has had or could reasonably be expected to have a Material Adverse Effect,
except as disclosed on SCHEDULE 3.16 hereto.

     SECTION 3.17.  TRANSACTIONS  WITH  AFFILIATES AND EMPLOYEES.  Except as set
forth  on  SCHEDULE  3.17  hereto,  there  are  no  loans,  leases,  agreements,
contracts,  royalty  agreements,  management  contracts or arrangements or other
continuing  transactions  between (i) the Company, any Subsidiary of the Company
or any of their respective its customers or suppliers, on the one hand, and (ii)
on the other hand, any officer, employee, consultant or director of the Company,
or any of its  Subsidiaries,  or any  person  owning  any  capital  stock of the
Company or any  Subsidiary of the Company or any member of the immediate  family
of  such  officer,  employee,   consultant,   director  or  stockholder  or  any
corporation or other entity  controlled by such officer,  employee,  consultant,
director or stockholder.

     SECTION  3.18.  INTERNAL  ACCOUNTING  CONTROLS.   The  books,  records  and
documents of the Company and its Subsidiaries accurately reflect in all material
respects  the  information  relating  to the  business  of the  Company  and its
Subsidiaries, the location and collection of their assets, and the nature of all
transactions  giving  rise to the  obligations  or  accounts  receivable  of the
Company  or  its  Subsidiary  of  the  Company.  The  Company  and  each  of its
Subsidiaries  maintain a system of internal accounting controls  sufficient,  in
the judgment of the Company's



                                       9


board of directors,  to provide  reasonable  assurance that (i) transactions are
executed in accordance  with  management's  general or specific  authorizations,
(ii)  transactions are recorded as necessary to permit  preparation of financial
statements in conformity with GAAP and to maintain asset  accountability,  (iii)
access to assets is permitted only in accordance  with  management's  general or
specific  authorization,  and (iv) the  recorded  accountability  for  assets is
compared  with the  existing  assets at  reasonable  intervals  and  appropriate
actions are taken with respect to any differences.

     SECTION 3.19. NO UNDISCLOSED  LIABILITIES.  Except as disclosed on SCHEDULE
3.19  hereto,   neither  the  Company  nor  any  of  its  Subsidiaries  has  any
liabilities,  obligations, claims or losses (whether liquidated or unliquidated,
secured or unsecured,  absolute,  accrued,  contingent or otherwise)  other than
those set forth on the balance  sheet as of September  30, 2005  included in the
Company Financial Statements or incurred in the ordinary course of the Company's
or its Subsidiaries  respective  businesses since September 30, 2005, and which,
individually  or in the aggregate,  do not or would not have a Material  Adverse
Effect on the Company or its Subsidiaries.

     SECTION 3.20. INDEBTEDNESS.  SCHEDULE 3.20 hereto sets forth as of the date
hereof all outstanding secured and unsecured  Indebtedness of the Company or any
Subsidiary  of the Company,  or for which the Company or any  Subsidiary  of the
Company has  commitments,  which  Indebtedness  is not  disclosed in the Company
Financial  Statements.  Neither the Company nor any Subsidiary of the Company is
in default with respect to any Indebtedness. For the purposes of this Agreement,
"INDEBTEDNESS"  shall mean (i) any  liabilities  for borrowed money in excess of
$100,000 (other than trade accounts  payable  incurred in the ordinary course of
business), (ii) all guaranties, endorsements and other contingent obligations in
respect of Indebtedness of others in excess of $100,000, whether or not the same
are or  should  be  reflected  in the  Company's  balance  sheet  (or the  notes
thereto), except guaranties by endorsement of negotiable instruments for deposit
or collection or similar  transactions in the ordinary  course of business,  and
(iii) the present  value of any lease  payments in excess of $100,000  due under
leases required to be capitalized in accordance with GAAP.

     SECTION 3.21. DISCLOSURE.  To the best of the Company's knowledge,  neither
this Agreement nor any other documents, certificates or instruments furnished to
the Parent by or on behalf of the Company or any  Subsidiary in connection  with
the transactions contemplated by this Agreement contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements made herein or therein, in the light of the circumstances under which
they were made herein or therein, not misleading.

     SECTION 3.22. ADDITIONAL AGREEMENTS. Other than this Agreement, the Company
does not have any agreement or understanding with the Parent or any other person
or  entity  with  respect  to  the   Transactions  or  any  other   transactions
contemplated by this Agreement.

     SECTION  3.23.  ABSENCE  OF  CERTAIN  DEVELOPMENTS.  Except as set forth on
SCHEDULE  3.22 hereto,  since  September  30, 2005,  neither the Company nor any
Subsidiary has:

          (a) issued  any  stock,  bonds or other  corporate  securities  or any
rights, options or warrants with respect thereto;



                                       10


          (b)  borrowed  any  amount  or  incurred  or  become  subject  to  any
liabilities  (absolute or contingent) except current liabilities incurred in the
ordinary  course of business  which are  comparable  in nature and amount to the
current  liabilities  incurred in the  ordinary  course of  business  during the
comparable  portion of its prior fiscal year, as adjusted to reflect the current
nature and volume of the Company's or such Subsidiary's business;

          (c) discharged or satisfied any material lien or encumbrance or paid a
material amount of any obligation or liability  (absolute or contingent),  other
than current liabilities paid in the ordinary course of business;

          (d)  declared  or made any  payment or  distribution  of cash or other
property to stockholders with respect to its stock, or purchased or redeemed, or
made any agreements so to purchase or redeem, any shares of its capital stock;

          (e) sold,  assigned  or  transferred  any other  tangible  assets,  or
canceled any debts or claims, except in the ordinary course of business;

          (f) sold, assigned or transferred any patent rights, trademarks, trade
names,  copyrights,  trade secrets or other  intangible  assets or  intellectual
property rights,  which sale,  assignment or transfer has had a Material Adverse
Effect,  or disclosed any  proprietary  confidential  information  to any person
except  in  the   ordinary   course  of   business  or  to  the  Parent  or  its
representatives;

          (g) suffered any  substantial  losses or waived any rights of material
value,  whether or not in the ordinary course of business,  or suffered the loss
of any material amount of prospective business;

          (h) made any changes in employee  compensation  except in the ordinary
course of business and consistent with past practices;

          (i) made capital  expenditures or commitments  therefor that aggregate
in excess of $25,000;

          (j)  entered  into any other  transaction  other than in the  ordinary
course of business, or entered into any other material  transaction,  whether or
not in the ordinary course of business;

          (k) made charitable contributions or pledges in excess of $25,000;

          (l)  suffered  any  material  damage,  destruction  or casualty  loss,
whether or not covered by insurance;

          (m)  experienced  any material  problems  with labor or  management in
connection with the terms and conditions of their employment; or entered into an
agreement, written or otherwise, to take any of the foregoing actions.


                                       11


                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE PARENT

                  In order to induce the Company and the  Stockholders  to enter
into this  Agreement and to induce the  Stockholders  to exchange  their Company
Stock for the Shares,  the Parent and Halter hereby  jointly and severally  make
the   following   representations   and   warranties  to  the  Company  and  the
Stockholders:

     SECTION  4.01.   ORGANIZATION,   GOOD  STANDING  AND  POWER.  Parent  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of  Delaware  and has the  requisite  corporate  power to own,
lease and operate its properties and assets and to conduct its business as it is
now being conducted.  Parent does not have any Subsidiaries or own securities of
any kind in any other entity.  Parent 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  or  property  owned by it makes such  qualification
necessary,  except for any jurisdiction(s)  (alone or in the aggregate) in which
the failure to be so qualified will not have a Material Adverse Effect.

     SECTION 4.02. SUBSIDIARIES. PRIOR TO giving effect to the Transactions, the
Parent has no Subsidiaries.

     SECTION 4.03.  CAPITALIZATION.  The authorized  capital stock of Parent and
the shares thereof issued and  outstanding as of January 30, 2006,  prior to and
after  giving  effect to the  issuance  of the  shares  of  Parent  Stock in the
Transactions,  are set forth on SCHEDULE  4.03  hereto.  All of the  outstanding
shares of  Parent  Stock and any  other  security  of Parent  have been duly and
validly  authorized,  and, to the extent applicable,  are validly issued,  fully
paid and non-assessable.  Except as set forth on SCHEDULE 4.03 hereto, no shares
of Parent  Stock or any other  security  of Parent are  entitled  to  preemptive
rights or registration  rights and there are no outstanding  options,  warrants,
scrip,  rights to subscribe to, call or commitments of any character  whatsoever
relating to, or securities  or rights  convertible  into,  any shares of capital
stock of Parent. Furthermore, except as set forth on SCHEDULE 4.03 hereto, there
are no contracts,  commitments,  understandings, or arrangements by which Parent
is or may become bound to issue additional shares of the capital stock of Parent
or options,  securities  or rights  convertible  into shares of capital stock of
Parent.  Except as provided on SCHEDULE 4.03 hereto, Parent is not a party to or
bound by any agreement or understanding  granting  registration or anti-dilution
rights to any  person  with  respect  to any of its  equity or debt  securities.
Except as set forth on  SCHEDULE  4.03,  Parent is not a party to, and it has no
knowledge of, any agreement or understanding  restricting the voting or transfer
of any shares of the  capital  stock of Parent.  Except as set forth on SCHEDULE
4.03 hereto,  the offer and sale of all capital stock,  convertible  securities,
rights, warrants, or options of Parent issued prior to the Closing complied with
all applicable  federal and state  securities laws, and to the best knowledge of
Parent,  no holder of such  securities  has a right of rescission or has made or
threatened to make a claim for rescission or damages with respect  thereto which
could have a Material Adverse Effect.  Parent has furnished or made available to
the Stockholders and the Company true and correct copies of



                                       12


Parent's  Certificate  of  Incorporation  as in effect on the date  hereof  (the
"PARENT  CHARTER"),  and  Parent's  Bylaws as in effect on the date  hereof (the
"PARENT BYLAWS")


     SECTION 4.04.  AUTHORITY;  ENFORCEMENT.  Parent has the requisite corporate
power and  authority to enter into and perform this  Agreement  and to issue and
sell the Shares in accordance with the terms hereof. The execution, delivery and
performance  of this Agreement by Parent and the  consummation  by Parent of the
Transactions  have been duly and validly  authorized by all necessary  corporate
action,  and no  further  consent  or  authorization  of  Parent or its Board of
Directors or stockholders is required. This Agreement has been duly executed and
delivered by Parent.  This Agreement  constitutes a valid and binding obligation
of Parent  enforceable  against Parent in accordance  with its terms,  except as
such  enforceability  may be limited by applicable  bankruptcy,  reorganization,
moratorium, liquidation, conservatorship,  receivership or similar laws relating
to, or affecting generally the enforcement of, creditor's rights and remedies or
by equitable principles or remedies of general application

     SECTION 4.05. NO CONFLICTS. The execution, delivery and performance of this
Agreement by Parent and the  consummation  by Parent of the  Transactions do not
and will not (i)  violate  any  provision  of the  Certificate  or Bylaws or any
Subsidiary's  comparable charter documents,  (ii) conflict with, or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration  or  cancellation  of,  any  agreement,  mortgage,  deed of  trust,
indenture,  note, bond,  license,  lease agreement,  instrument or obligation to
which  Parent is a party or by which  Parent's  properties  or assets are bound,
(iii)  create  or  impose  a  lien,  mortgage,   security  interest,  charge  or
encumbrance  of any  nature  on any  property  or asset of  Parent or any of its
Subsidiaries  under  any  agreement  or any  commitment  to which  Parent or any
Subsidiary is a party or by which Parent or any  Subsidiary is bound or by which
any of their  respective  properties  or assets are bound,  or (iv)  result in a
violation of any federal,  state,  local or foreign statute,  rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations)  applicable to Parent or any Subsidiary or by which any property or
asset of Parent or any Subsidiary is bound or affected,  except,  in the case of
(i) above and in all cases other than  violations  pursuant to clause (iv) (with
respect  to  federal  and state  securities  laws)  above,  for such  conflicts,
defaults, terminations,  amendments, acceleration,  cancellations and violations
as would not, individually or in the aggregate,  have a Material Adverse Effect.
The  business  of  Parent  is not  being  conducted  in  violation  of any laws,
ordinances  or  regulations  of any  governmental  entity,  except for  possible
violations,  which  singularly or in the  aggregate,  do not and will not have a
Material Adverse Effect. Parent is not required under federal, state, foreign or
local law, rule or regulation to obtain any consent,  authorization or order of,
or make any filing or  registration  with, any court or  governmental  agency in
order for it to execute,  deliver or perform any of its  obligations  under this
Agreement or issue and sell the Shares,  in accordance  with the terms hereof or
thereof  (other than any filings which may be required to be made by Parent with
the Commission or state securities  administrators subsequent to the Closing, or
any registration statement which may be filed pursuant hereto or thereto).

     SECTION  4.06.   COMMISSION   DOCUMENTS;   COMMISSION  FILINGS;   FINANCIAL
STATEMENTS.  The Parent Stock is not  currently  registered  pursuant to Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), but the Parent has timely



                                       13


filed all reports,  schedules, forms, statements and other documents required to
be filed by it with the Commission pursuant to the reporting requirements of the
Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the
Exchange Act,  including,  but not limited to, current  reports on Form 8-K (and
all of the foregoing, including filings incorporated by reference therein, filed
prior  to  the  date  hereof  being  referred  to  herein  as  the   "COMMISSION
DOCUMENTS").  At the time of its  filing,  Parent's  Form  10-QSB for the fiscal
quarter  ended  December  31, 2005 (the "FORM  10-Q")  complied in all  material
respects with the requirements of the Exchange Act and the rules and regulations
of the Commission  promulgated  thereunder  and other  federal,  state and local
laws, rules and regulations applicable to such documents,  and the Form 10-Q did
not  contain  any  untrue  statement  of a  material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  At the time of its filing,  Parent's Form 10-KSB for the fiscal
year ended June 30, 2005 (the "FORM 10-KSB")  complied in all material  respects
with the  requirements  of the Exchange Act and the rules and regulations of the
Commission promulgated thereunder and other federal, state and local laws, rules
and  regulations  applicable  to such  documents,  and the Form  10-KSB  did not
contain any untrue  statement of a material  fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  As of their respective  dates,  the financial  statements of Parent
included  in the  Commission  Documents  complied  as to  form  in all  material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the Commission or other  applicable  rules and  regulations  with
respect thereto. Such financial statements have been prepared in accordance with
GAAP applied on a consistent  basis during the periods  involved  (except (i) as
may be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of  unaudited  interim  statements,  to the extent they may not
include footnotes or may be condensed or summary statements), and fairly present
in all  material  respects  the  financial  position  of  Parent as of the dates
thereof and the results of operations  and cash flows for the periods then ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).

     SECTION  4.07.  ISSUANCE  OF  SECURITIES.  The  Shares  to be issued at the
Closing have been duly  authorized by all necessary  corporate  action and, when
paid for or issued in  accordance  with the terms  hereof,  the Shares  shall be
validly issued and outstanding,  fully paid and nonassessable and free and clear
of all  liens,  encumbrances  and  rights of first  refusal  of any kind and the
holders shall be entitled to all rights accorded to a holder of Parent Stock.

     SECTION  4.08.  ABSENCE  OF  CERTAIN  DEVELOPMENTS.  Except as set forth on
SCHEDULE 4.08 hereto, since December 31, 2005, Parent has not:

          (a) issued  any  stock,  bonds or other  corporate  securities  or any
     rights, options or warrants with respect thereto;

          (b)  borrowed  any  amount  or  incurred  or  become  subject  to  any
     liabilities (absolute or contingent) except current liabilities incurred in
     the ordinary  course of business  which are comparable in nature and amount
     to the  current  liabilities  incurred in the  ordinary  course of business
     during the  comparable  portion of its prior  fiscal  year,  as adjusted to
     reflect the current nature and volume of Parent's business;

                                       14


          (c) discharged or satisfied any material lien or encumbrance or paid a
     material  amount of any obligation or liability  (absolute or  contingent),
     other than current liabilities paid in the ordinary course of business;

          (d)  declared  or made any  payment or  distribution  of cash or other
     property  to  stockholders  with  respect to its  stock,  or  purchased  or
     redeemed,  or made any  agreements so to purchase or redeem,  any shares of
     its capital stock;

          (e) sold,  assigned  or  transferred  any other  tangible  assets,  or
     canceled any debts or claims, except in the ordinary course of business;

          (f) sold, assigned or transferred any patent rights, trademarks, trade
     names, copyrights, trade secrets or other intangible assets or intellectual
     property  rights,  which sale,  assignment  or transfer  has had a Material
     Adverse Effect,  or disclosed any proprietary  confidential  information to
     any person except in the ordinary  course of business or to the  Purchasers
     or their representatives;

          (g) suffered any  substantial  losses or waived any rights of material
     value,  whether or not in the ordinary course of business,  or suffered the
     loss of any material amount of prospective business;

          (h) made any changes in employee  compensation  except in the ordinary
     course of business and consistent with past practices;

          (i) made capital  expenditures or commitments  therefor that aggregate
     in excess of $25,000;

          (j)  entered  into any other  transaction  other than in the  ordinary
     course of business, or entered into any other material transaction, whether
     or not in the ordinary course of business;

          (k) made charitable contributions or pledges in excess of $25,000;

          (l)  suffered  any  material  damage,  destruction  or casualty  loss,
     whether or not covered by insurance;

          (m)  experienced  any material  problems  with labor or  management in
     connection with the terms and conditions of their employment; or

          (n) entered into an agreement,  written or  otherwise,  to take any of
     the foregoing actions.

     SECTION 4.09. TAXES.  Parent has accurately prepared and filed all federal,
state and other tax returns  required by law to be filed by it, has paid or made
provisions  for the  payment  of all  taxes  shown to be due and all  additional
assessments,  and  adequate  provisions  have  been  and  are  reflected  in the
financial  statements of Parent for all current taxes and other charges to which
Parent is  subject  and which are not  currently  due and  payable.  None of the
federal  income tax returns of Parent has been audited by the  Internal  Revenue
Service. Parent



                                       15


has no knowledge of any  additional  assessments,  adjustments or contingent tax
liability (whether federal or state) of any nature  whatsoever,  whether pending
or  threatened  against  Parent  for any  period,  nor of any basis for any such
assessment, adjustment or contingency.

     SECTION 4.10. EMPLOYEES. Parent has no employees.

     SECTION 4.11.   ERISA.  No  liability  to  the  Pension   Benefit  Guaranty
Corporation  has been  incurred  with  respect to any Plan by Parent which is or
would  cause a Material  Adverse  Effect.  The  execution  and  delivery of this
Agreement and the issue and sale of the Shares will not involve any  transaction
which is subject to the  prohibitions  of Section 406 of ERISA or in  connection
with  which a tax could be imposed  pursuant  to  Section  4975 of the  Internal
Revenue  Code  of  1986,  as  amended  (the  "CODE");   provided  that,  if  any
Stockholder,  or any person or entity  that owns a  beneficial  interest  in any
Stockholder,  is an  "employee  pension  benefit  plan"  (within  the meaning of
Section  3(2) of ERISA) with  respect to which  Parent is a "party in  interest"
(within the meaning of Section  3(14) of ERISA),  the  requirements  of Sections
407(d)(5) and 408(e) of ERISA,  if applicable,  are met. As used in this Section
4.11, the term "PLAN" shall mean an "employee  pension benefit plan" (as defined
in Section 3 of ERISA) which is or has been  established  or  maintained,  or to
which contributions are or have been made, by Parent or any Subsidiary or by any
trade or business,  whether or not incorporated,  which, together with Parent or
any Subsidiary,  is under common control,  as described in Section 414(b) or (c)
of the Code.

     SECTION 4.12. LITIGATION.  There is no action, suit, claim,  investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the knowledge of Parent,  threatened  against Parent which  questions the
validity of this Agreement or any of the  Transactions or any action taken or to
be taken  pursuant  hereto.  There is no  action,  suit,  claim,  investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the knowledge of Parent, threatened against or involving Parent or any of
its properties or assets,  which individually or in the aggregate,  would have a
Material   Adverse  Effect.   There  are  no  outstanding   orders,   judgments,
injunctions,  awards or decrees  of any court,  arbitrator  or  governmental  or
regulatory  body against  Parent or any officers or directors of Parent in their
capacities  as such,  which,  individually  or in the  aggregate,  would  have a
Material Adverse Effect.

     SECTION 4.13.  COMPLIANCE  WITH LAW. The business of Parent has been and is
presently being conducted in accordance with all applicable  federal,  state and
local governmental laws, rules, regulations and ordinances,  except as set forth
in  SCHEDULE  4.13  or  such  that,  individually  or  in  the  aggregate,   the
noncompliance therewith would not have a Material Adverse Effect. Parent has all
franchises,  permits,  licenses,  consents and other  governmental or regulatory
authorizations  and  approvals  necessary for the conduct of its business as now
being  conducted by it unless the failure to possess such  franchises,  permits,
licenses,  consents and other  governmental  or  regulatory  authorizations  and
approvals, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

     SECTION  4.14.  CONTRACTS.  Except for this  Agreement  and as set forth on
SCHEDULE  4.14  hereto,  Parent is not a party to any written or oral  contract,
instrument,  agreement,  commitment,  obligation, plan or arrangement, a copy of
which would be required to be filed with



                                       16


the Commission if Parent were  registering  securities  under the Securities Act
(collectively,  "PARENT MATERIAL  AGREEMENTS").  Except as set forth on SCHEDULE
4.14 hereto,  Parent has in all material respects  performed all the obligations
required to be performed by Parent to date under the Parent Material Agreements,
has received no notice of default and, to the best of Parent's knowledge, is not
in default  under any Parent  Material  Agreement  now in effect,  the result of
which  could  cause a Material  Adverse  Effect.  No  written or oral  contract,
instrument,  agreement (other than the as provided to any preferred stock now or
hereinafter  created by a certificate of  designation),  commitment,  obligation
(other than any obligation  imposed by state law), plan or arrangement of Parent
limits or shall limit the payment of dividends on the Parent Stock.

     SECTION 4.15. TITLE TO ASSETS.  The Parent has good and marketable title to
all of its real and personal property,  if any, free and clear of any mortgages,
pledges,  charges, liens, security interests or other encumbrances of any nature
whatsoever,  except for those  indicated  on SCHEDULE  4.15 hereto or such that,
individually or in the aggregate, do not have a Material Adverse Effect.

     SECTION 4.16. INTELLECTUAL PROPERTY.  SCHEDULE 4.16 contains a complete and
correct  list  of  all  patents,  trademarks,   domain  names  (whether  or  not
registered) and any patentable  improvements or  copyrightable  derivative works
thereof,  websites and intellectual  property rights relating  thereto,  service
marks, trade names, copyrights, licenses and authorizations, and all rights with
respect to the foregoing held by Parent  (collectively,  the "PARENT PROPRIETARY
RIGHTS").  Parent owns or possesses all the Parent  Proprietary Rights which are
necessary for the conduct of its business as now conducted  without any conflict
with the  rights of  others.  As of the date of this  Agreement,  Parent has not
received  any  written  notice  that any  Parent  Proprietary  Rights  have been
declared unenforceable or otherwise invalid by any court or governmental agency,
and there is, to the  knowledge of Parent,  no material  existing  infringement,
misuse or misappropriation of any Parent Proprietary Rights by others that could
have a Material  Adverse  Effect.  Parent has not  received  any written  notice
alleging that the operation of the business of Parent  infringes in any material
respect upon the intellectual property rights of others.

     SECTION 4.17. NO MATERIAL ADVERSE CHANGE. Since December 31, 2005, no event
has  occurred  which has or could  reasonably  be  expected  to have a  Material
Adverse Effect.

     SECTION 4.18.  NO  UNDISCLOSED  LIABILITIES.  Parent  has  no  liabilities,
obligations,  claims or losses (whether  liquidated or unliquidated,  secured or
unsecured,  absolute,  accrued,  contingent or  otherwise)  other than those set
forth on the balance sheet included in the Form 10-Q or incurred in the ordinary
course of Parent's business since December 31, 2005, and which,  individually or
in the aggregate, do not or would not have a Material Adverse Effect on Parent.

     SECTION 4.19.  TRANSACTIONS  WITH AFFILIATES.  There are no loans,  leases,
agreements,  contracts, royalty agreements, management contracts or arrangements
or other continuing  transactions  between (i) Parent or any of its customers or
suppliers,  on the one hand, and (ii) on the other hand, any officer,  employee,
consultant  or director  of Parent,  or any person  owning any capital  stock of
Parent  or any  member  of the  immediate  family  of  such  officer,  employee,
consultant,   director  or  stockholder  or  any  corporation  or  other  entity
controlled by such officer, employee, consultant, director or stockholder.



                                       17


     SECTION 4.20. BOOKS AND RECORDS;  INTERNAL ACCOUNTING CONTROLS.  The books,
records and documents of Parent accurately  reflect in all material respects the
information  relating to the business of Parent,  the location and collection of
their assets, and the nature of all transactions  giving rise to the obligations
or  accounts  receivable  of  Parent.  Parent  maintains  a system  of  internal
accounting controls sufficient,  in the judgment of Parent's board of directors,
to provide reasonable assurance that (i) transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity  with GAAP and to  maintain  asset  accountability,  (iii)  access to
assets is permitted  only in accordance  with  management's  general or specific
authorization,  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable  intervals and  appropriate  actions are taken
with respect to any differences.

     SECTION 4.21. NO UNDISCLOSED  EVENTS OR  CIRCUMSTANCES.  Since December 31,
2005,  except as disclosed on SCHEDULE 4.21 hereto, no event or circumstance has
occurred  or  exists  with  respect  to  Parent  or  its  business,  properties,
prospects,  operations or financial condition, which, under applicable law, rule
or regulation,  requires  public  disclosure or announcement by Parent but which
has not been so publicly announced or disclosed.

     SECTION 4.22. GOVERNMENTAL  APPROVALS.  Except for the filing of any notice
prior or subsequent to the Closing that may be required under  applicable  state
and/or federal  securities  laws (which if required,  shall be filed on a timely
basis), no authorization,  consent,  approval,  license, exemption of, filing or
registration  with any  court or  governmental  department,  commission,  board,
bureau, agency or instrumentality,  domestic or foreign, is or will be necessary
for, or in connection  with, the  Transactions,  or, except as set forth in this
Agreement,  for  the  performance  by  Parent  of  its  obligations  under  this
Agreement.

     SECTION  4.23.  INDEBTEDNESS.  THE  PARENT  HAS NO  secured  nor  unsecured
Indebtedness, and has no Indebtedness for which the Parent has commitments.

     SECTION 4.24. PUBLIC UTILITY HOLDING COMPANY ACT AND INVESTMENT COMPANY ACT
STATUS.  Parent is not a "holding company" or a "public utility company" as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended.
Parent is not, and as a result of and immediately  upon Closing and after giving
effect to the  Transactions  will not be, an  "investment  company" or a company
"controlled"  by an "investment  company",  within the meaning of the Investment
Company Act of 1940, as amended.

     SECTION 4.25. DISCLOSURE.  To the best of Parent's knowledge,  neither this
Agreement nor any other documents,  certificates or instruments furnished to the
Company or the  Stockholders  by or on behalf of Parent in  connection  with the
Transactions and this Agreement contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements made
herein or therein,  in the light of the circumstances under which they were made
herein or therein, not misleading.

     SECTION  4.26.  CERTAIN  FEES.  The Parent has not  employed  any broker or
finder or incurred any liability  for any brokerage or investment  banking fees,
commissions, finders'



                                       18


structuring  fees,  financial  advisory fees or other similar fees in connection
with the Transactions or this Agreement.

     SECTION  4.27.  ENVIRONMENTAL  COMPLIANCE.  Except as disclosed on SCHEDULE
4.27  hereto,  Parent  has  obtained  all  material  approvals,   authorization,
certificates,   consents,   licenses,   orders  and  permits  or  other  similar
authorizations of all governmental  authorities,  or from any other person, that
are  required  under any U.S.  Environmental  Laws.  THE PARENT HAS NO  permits,
licenses and other  authorizations  issued under any U.S.  Environmental Laws to
Parent.  "U.S.  ENVIRONMENTAL  LAWS"  shall mean all U.S.  Federal or state laws
applicable to Parent  relating to the protection of the  environment  including,
without  limitation,  all  requirements  pertaining  to  reporting,   licensing,
permitting,  controlling,  investigating or remediating  emissions,  discharges,
releases or threatened releases of hazardous  substances,  chemical  substances,
pollutants,  contaminants  or toxic  substances,  materials  or wastes,  whether
solid, liquid or gaseous in nature, into the air, surface water,  groundwater or
land, or relating to the manufacture,  processing, distribution, use, treatment,
storage,  disposal,  transport  or handling of  hazardous  substances,  chemical
substances,  pollutants,  contaminants or toxic substances,  material or wastes,
whether  solid,   liquid  or  gaseous  in  nature.   Parent  has  all  necessary
governmental  approvals  required under all U.S.  Environmental Laws and used in
its  business,  except for such  instances as would not  individually  or in the
aggregate have a Material Adverse Effect.  Parent is also in compliance with all
other limitations,  restrictions, conditions, standards, requirements, schedules
and  timetables   required  or  imposed  under  all  Environmental   Laws  where
non-compliance  could have a Material Adverse Effect.  Except for such instances
as would not  individually or in the aggregate have a Material Adverse Effect or
as disclosed on SCHEDULE 4.27, there are no past or present events,  conditions,
circumstances,  incidents,  actions  or  omissions  relating  to or in  any  way
affecting  Parent that  violate or may violate any  Environmental  Law after the
Closing or that may give rise to any  Environmental  Liabilities,  or  otherwise
form the basis of any claim, action, demand, suit, proceeding, hearing, study or
investigation (i) under any U.S.  Environmental Law, or (ii) based on or related
to  the  manufacture,   processing,   distribution,   use,  treatment,   storage
(including, without limitation,  underground storage tanks), disposal, transport
or handling,  or the emission,  discharge,  release or threatened release of any
hazardous  substance.  "ENVIRONMENTAL  LIABILITIES"  means all  liabilities of a
person  (whether  such  liabilities  are  owed by such  person  to  governmental
authorities,  third  parties or  otherwise)  currently  in  existence or arising
hereafter and which arise under or relate to any U.S. Environmental Law.

     SECTION  4.28.   SECURITIES   ACT  OF  1933.   Assuming  the  accuracy  and
completeness   of  the   representations,   warranties   and  covenants  of  the
Stockholders  contained herein, the Parent has complied and will comply with all
applicable  federal  and state  securities  laws in  connection  with the offer,
issuance  and  sale  of the  Shares  hereunder  and no  registration  under  the
Securities Act is required for the offer and sale of the Shares by the Parent to
the Stockholders  under this Agreement.  Neither Parent nor anyone acting on its
behalf,  directly  or  indirectly,  has or will  sell,  offer to sell or solicit
offers to buy any of the Shares,  or similar  securities  to, or solicit  offers
with  respect  thereto  from,  or enter into any  preliminary  conversations  or
negotiations  relating  thereto with, any person,  or has taken or will take any
action so as to  require  registration  of the  issuance  and sale of any of the
Shares under the  registration  provisions of the  Securities Act and applicable
state securities laws. Neither Parent 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 any



                                       19


of the Shares. The Parent is eligible to register the Parent Stock for resale by
any holder thereof (including,  but not limited to, the Stockholders) under Form
S-1  promulgated  under the Securities Act. Except as set forth on SCHEDULE 4.28
hereto,  the Parent has not  granted or agreed to grant to any person any rights
(including  "piggy-back"  registration  rights)  to have any  securities  of the
Parent registered with the Commission or any other  governmental  authority that
have not been satisfied.

     SECTION 4.29. PRESS RELEASES.  The press releases,  if any, disseminated by
the Parent during the twelve months preceding the date of this Agreement,  taken
as a whole,  do not contain any untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made and when made, not misleading.

     SECTION 4.30.  SOLVENCY.  Based on the financial condition of the Parent as
of the Closing Date (and assuming that the Closing and the  consummation  of the
Transactions  shall have occurred),  (i) the Parent's fair saleable value of its
assets  exceeds  the amount that will be required to be paid on or in respect of
the Parent's  existing debts and other  liabilities  (including known contingent
liabilities)  as  they  mature,  (ii)  the  Parent's  assets  do not  constitute
unreasonably  small capital to carry on its business for the current fiscal year
as now conducted,  and (iii) the current cash flow of the Parent,  together with
the proceeds the Parent would  receive,  were it to liquidate all of its assets,
after taking into account all anticipated  uses of the cash, would be sufficient
to pay all amounts on or in respect of its debt when such  amounts are  required
to be paid.

     SECTION 4.31. LISTING AND MAINTENANCE REQUIREMENTS.  Except as set forth on
SCHEDULE  4.32 hereto,  the Parent has not, in the two years  preceding the date
hereof, received notice from any trading market to the effect that the Parent is
not in compliance  with the listing or  maintenance  requirements  thereof.  The
Parent  is,  and has no reason to  believe  that it will not in the  foreseeable
future   continue  to  be,  in  compliance  with  the  listing  and  maintenance
requirements for continued  listing of the Parent Stock on the trading market on
which the Parent Stock is currently  listed or quoted.  The issuance and sale of
the Shares under this Agreement does not contravene the rules and regulations of
the trading market on which the Parent Stock is currently listed or quoted.

     SECTION 4.32. APPLICATION OF TAKEOVER PROTECTIONS. The Parent has taken all
necessary  action,  if any, in order to render  inapplicable  any control  share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover  provision under the Parent's
Charter (or similar charter documents) or the laws of its state of incorporation
that is or could  become  applicable  to the  Stockholders  as a  result  of the
Stockholders  and the Parent  fulfilling  their  obligations or exercising their
rights  under  this  Agreement,  including,  without  limitation,  the  Parent's
issuance of the Shares and the Stockholders' ownership of the Shares.

     SECTION  4.33.  NO  ADDITIONAL  AGREEMENTS.  The  Parent  does not have any
agreement or understanding with any Stockholder with respect to the transactions
contemplated by this Agreement other than as specified in this Agreement.


                                       20


                                   ARTICLE V

                                   DELIVERIES

     SECTION 5.01. DELIVERIES OF THE STOCKHOLDERS.

          (a) Concurrently herewith each Stockholder is delivering to the Parent
     this Agreement executed by such Stockholder along with the Schedules to the
     representations and warranties of the Stockholders.

          (b) At or prior to the Closing,  each Stockholder shall deliver to the
     Parent (subject to the provisions of Section 6.01):

               (i) certificates  representing such Stockholder's  Company Stock;
          and

               (ii) duly executed  stock powers for transfer by the  Stockholder
          of its Company Stock to the Parent.

     SECTION 5.02. DELIVERIES OF THE PARENT.

          (a) Concurrently herewith, the Parent is delivering:

               (i) to  each  Stockholder  and to the  Company,  a copy  of  this
          Agreement  executed  by the  Parent  along with the  Schedules  to the
          representations and warranties of the Parent;

               (ii) to the Company, a certificate from the Parent, signed by its
          Secretary or Assistant  Secretary  certifying that the attached copies
          of the Parent  Charter,  Parent Bylaws and resolutions of the Board of
          Directors of the Parent  approving the Agreement and the  Transactions
          are all true,  complete  and  correct  and  remain  in full  force and
          effect;

               (iii) to the Company,  a letter of  resignation  of Kevin Halter,
          Jr. and Pam J.  Halter  from all  offices  each of them holds with the
          Parent  effective  upon the  Closing  and  from  their  position  as a
          director  of  the  Parent  that  will   become   effective   upon  the
          consummation of the Closing;

               (iv)  to the  Company,  resolutions  of the  Board  of  Directors
          evidencing  the  appointment  of the  persons  set  forth on  SCHEDULE
          5.02(A)(IV) to the offices of the Parent set forth opposite their name
          on such SCHEDULE  5.02(A)(IV)  effective upon the  consummation of the
          Closing;

               (v) to the Company the results of UCC, judgment lien and tax lien
          searches with respect to the Parent,  the results of which indicate no
          liens on the assets of the Parent;



                                       21


               (vi) to the  Company,  an  opinion  of  counsel to the Parent and
          substantially in the form attached hereto as EXHIBIT B;

               (vii) to the Company, all books and records of the Parent.

          (b) At or  immediately  after the Closing,  the Parent  shall  deliver
     (subject to the provisions of Section 6.02):

               (i) to each Stockholder, certificates representing the new shares
          of Parent  Common  Stock  issued to such  Stockholder  as set forth on
          EXHIBIT A; and

               (ii) to the Company, the Advisory Agreement, dated as of the date
          hereof, by and between the Company and HFG International, Limited (the
          "ADVISORY AGREEMENT"), executed by HFG International.

     SECTION 5.03. DELIVERIES OF THE COMPANY.

          (a) Concurrently herewith, the Company is delivering to the Parent:

               (i) this  Agreement  executed by Company along with the Schedules
          to the representations and warranties of the Company; and

               (ii) the Advisory Agreement, executed by the Company; and

               (iii) a certificate  from the Company,  signed by its  authorized
          officer   certifying   that  the  attached  copies  of  the  Company's
          Memorandum of Association  and Articles of Association and resolutions
          of the Board of Directors of the Company  approving  the Agreement and
          the Transactions are all true, complete and correct and remain in full
          force and effect.

                                   ARTICLE VI

                              CONDITIONS TO CLOSING

     SECTION 6.01. STOCKHOLDER AND COMPANY CONDITIONS PRECEDENT. The obligations
of the  Stockholders  and the Company to enter into and  complete the Closing is
subject,  at the option of the Stockholders and the Company,  to the fulfillment
on or prior to the Closing Date of the following conditions.

          (a) REPRESENTATIONS AND COVENANTS.  The representations and warranties
     of the Parent  contained  in this  Agreement  shall be true in all material
     respects  on and as of the  Closing  Date with the same force and effect as
     though made on and as of the Closing Date.  The Parent shall have performed
     and complied in all material  respects with all  covenants  and  agreements
     required by this  Agreement to be performed or complied  with by the Parent
     on or prior to the Closing  Date.  The Parent  shall have  delivered to the
     Company,  if  requested,  a  certificate,  dated the Closing  Date,  to the
     foregoing effect.



                                       22


          (b)  LITIGATION.  No  action,  suit  or  proceeding  shall  have  been
     instituted   before  any  court  or  governmental  or  regulatory  body  or
     instituted  or  threatened  by  any  governmental  or  regulatory  body  to
     restrain, modify or prevent the carrying out of the Transactions or to seek
     damages or a discovery order in connection with such Transactions, or which
     has or may have,  in the  reasonable  opinion of the Company,  a materially
     adverse effect on the assets, properties, business, operations or condition
     (financial or otherwise) of the Parent.

          (c) NO  MATERIAL  ADVERSE  CHANGE.  There  shall  not  have  been  any
     occurrence,  event, incident,  action, failure to act, or transaction since
     September 30, 2005 which has had or is reasonably  likely to cause a Parent
     Material Adverse Effect.

          (d)  POST-CLOSING  CAPITALIZATION.  At,  and  immediately  after,  the
     Closing,  the  authorized  capitalization,  and the  number of  issued  and
     outstanding shares of the capital stock of the Company and the Parent, on a
     fully-diluted basis, shall be as specified in SCHEDULE 6.01(D).

          (e)  COMMISSION  REPORTS.  The Parent shall have filed all reports and
     other  documents  required  to be filed by Parent  under  the U.S.  federal
     securities  laws  through the Closing  Date (which  shall also  include any
     filings required to be filed by a company with securities  registered under
     Section 12 of the Exchange Act).

          (f) OTCBB QUOTATION.  The Parent shall have maintained the eligibility
     of the Parent Stock for quotation on the  Over-the-Counter  Bulletin  Board
     and no event or  circumstance  shall exist on the  Closing  Date that would
     cause, or could  reasonably be expected to cause, the Parent Stock to cease
     to be so eligible within forty-five (45) days following the Closing.

          (g)  DELIVERIES.  The deliveries  specified in Section 5.02 shall have
     been made by the Parent.

     SECTION 6.02. PARENT CONDITIONS PRECEDENT. The obligations of the Parent to
enter into and complete the Closing is subject,  at the option of the Parent, to
the fulfillment on or prior to the Closing Date of the following conditions, any
one or more of which may be waived by the Parent in writing.

          (a) REPRESENTATIONS AND COVENANTS.  The representations and warranties
     of the  Stockholders  and the Company  contained in this Agreement shall be
     true in all  material  respects on and as of the Closing Date with the same
     force  and  effect  as  though  made  on and as of the  Closing  Date.  The
     Stockholders  and the  Company  shall have  performed  and  complied in all
     material  respects  with all  covenants  and  agreements  required  by this
     Agreement  to be  performed or complied  with by the  Stockholders  and the
     Company on or prior to the Closing Date.  The Company shall have  delivered
     to the Parent, if requested, a certificate,  dated the Closing Date, to the
     foregoing effect.

          (b)  LITIGATION.  No  action,  suit  or  proceeding  shall  have  been
     instituted   before  any  court  or  governmental  or  regulatory  body  or
     instituted  or  threatened  by  any  governmental  or  regulatory  body  to
     restrain, modify or prevent the carrying out of the



                                       23


     Transactions  or to seek damages or a discovery  order in  connection  with
     such  Transactions,  or which has or may have, in the reasonable opinion of
     the  Parent,  a  materially  adverse  effect  on  the  assets,  properties,
     business, operations or condition (financial or otherwise) of the Parent.

          (c) NO  MATERIAL  ADVERSE  CHANGE.  There  shall  not  have  been  any
     occurrence,  event, incident,  action, failure to act, or transaction since
     September 30, 2005 which has had or is reasonably likely to cause a Company
     Material Adverse Effect.

          (d) DELIVERIES.  The deliveries  specified in Section 5.01 and Section
     5.03  shall  have  been  made  by  the   Stockholders   and  the   Company,
     respectively.

          (e) AUDITED FINANCIAL STATEMENTS AND FORM 8-K DISCLOSURE.  The Company
     shall have provided the Parent with  reasonable  assurances that the Parent
     will be able to comply with its obligation to file a current report on Form
     8-K within four (4) days  following  the Closing  containing  the requisite
     audited consolidated  financial statements of the Company and the requisite
     disclosure regarding the Company required under Item 2.01(f) of Form 8-K.

          (f)  POST-CLOSING  CAPITALIZATION.  At,  and  immediately  after,  the
     Closing,  the  authorized  capitalization,  and the  number of  issued  and
     outstanding shares of the capital stock of the Company and the Parent, on a
     fully-diluted basis, shall be as specified in SCHEDULE 6.01(D).

     SECTION 6.03. NO SUSPENSIONS OF TRADING IN PARENT STOCK;  LISTING.  Trading
in the Parent  Stock  shall not have been  suspended  by the  Commission  or any
trading  market  (except  for any  suspensions  of  trading of not more than one
trading day solely to permit dissemination of material information regarding the
Parent)  at any time  since the date of  execution  of this  Agreement,  and the
Parent  Stock shall have been at all times since such date listed for trading on
a trading market or eligible for quotation on Over-the-Counter Bulletin Board.


                                  ARTICLE VII

                                    COVENANTS

     SECTION  7.01.  BLUE SKY LAWS.  Parent  shall take any action  (other  than
qualifying  to do  business  in any  jurisdiction  in  which  it is  not  now so
qualified)  required to be taken under any applicable  state  securities laws in
connection  with the issuance of Parent Stock in connection  with this Agreement
and pursuant to the Transactions.

     SECTION  7.02.  PUBLIC  ANNOUNCEMENTS.  Parent and the Company will consult
with each other before issuing, and provide each other the opportunity to review
and comment upon, any press release or other public  statements  with respect to
the Agreement and the Transactions and shall not issue any such press release or
make any such  public  statement  prior to such  consultation,  except as may be
required by  applicable  Law,  court process or by  obligations  pursuant to any
listing agreement with any national securities exchange.



                                       24


     SECTION  7.03.  FEES  AND  EXPENSES.  All  fees and  expenses  incurred  in
connection with this Agreement shall be paid by the party incurring such fees or
expenses, whether or not this Agreement is consummated.

     SECTION 7.04.  CONTINUED EFFORTS.  Each party hereto shall use commercially
reasonable efforts to (a) take all action reasonably necessary to consummate the
Transactions,  and (b) take such steps and do such acts as may be  necessary  to
keep  all of its  representations  and  warranties  true and  correct  as of the
Closing  Date  with the same  effect  as if the  same  had been  made,  and this
Agreement had been dated, as of the Closing Date.

     SECTION 7.05.  CONDUCT OF BUSINESS.  During the period from the date hereof
through  the  Closing  Date,  Parent and the  Company  shall  carry on the their
respective  businesses  in the ordinary and usual  course  consistent  with past
practice.

     SECTION 7.06. EXCLUSIVITY.  The Parent shall not (i) solicit,  initiate, or
encourage the  submission  of any proposal or offer from any person  relating to
the  acquisition of any capital stock or other voting  securities of the Parent,
or any assets of the Parent  (including any acquisition  structured as a merger,
consolidation,  share exchange or other business combination),  (ii) participate
in any  discussions or  negotiations  regarding,  furnish any  information  with
respect to,  assist or  participate  in, or  facilitate  in any other manner any
effort or  attempt by any  person to do or seek any of the  foregoing,  or (iii)
take any other action that is inconsistent  with the  Transactions  and that has
the effect of avoiding the Closing  contemplated hereby. The Parent shall notify
the Company  immediately if any person makes any proposal,  offer,  inquiry,  or
contact with respect to any of the foregoing.

     SECTION 7.07. FILING OF 8-K. Parent shall, and the Stockholders shall cause
the Parent to, file,  within four  business  days of the Closing Date, a current
report on Form 8-K with the  Commission  disclosing  the terms of this Agreement
and other  requisite  disclosure  regarding the  Transactions  and including the
requisite  audited  consolidated  financial  statements  of the  Company and the
requisite  disclosure  regarding the Company required under Item 2.01(f) of Form
8-K.

     SECTION 7.08.  FURNISHING OF INFORMATION.  As long as any Stockholder  owns
any Shares and is not eligible to sell any Shares under Rule 144(k),  the Parent
covenants  to timely  file (or obtain  extensions  in respect  thereof  and file
within the  applicable  grace  period) all  reports  required to be filed by the
Parent  after the date  hereof  pursuant  to the  Exchange  Act.  As long as any
Stockholder  owns  Shares  and is not  eligible  to sell any  Shares  under Rule
144(k),  if the Parent is not required to file reports pursuant to such laws, it
will  prepare and furnish to the  Stockholders  and make  publicly  available in
accordance  with Rule  144(c)  promulgated  by the  Commission  pursuant  to the
Securities Act, such  information as is required for the Stockholder to sell the
Shares  under Rule 144.  The  Parent  further  covenants  that it will take such
further action as any holder of Shares may reasonably request, all to the extent
required  from time to time to enable  such  person to sell the  Shares  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144.

     SECTION  7.09.  INTEGRATION.  The Company shall not, and shall use its best
efforts to ensure that no affiliate of the Company shall,  sell,  offer for sale
or solicit offers to buy or



                                       25


otherwise  negotiate  in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the Shares in
a manner that would require the  registration  under the  Securities  Act of the
acquisition of the Shares by the Stockholders pursuant to the Agreement, or that
would be  integrated  with the offer or sale of the Shares for  purposes  of the
rules and  regulations  of any  trading  market in a manner  that would  require
stockholder approval of the sale of the securities to the Stockholders.

     SECTION  7.10.  NON-PUBLIC  INFORMATION.  Each of the  Company  and  Parent
covenant and agree that  neither it nor any other person  acting on their behalf
will provide any Stockholder or its agents or counsel with any information  that
the Company or Parent  believes  constitutes  material  non-public  information,
unless prior thereto such  Stockholder  shall have executed a written  agreement
regarding the confidentiality  and use of such information.  Each of the Company
and Parent  understands and confirms that each  Stockholder  shall be relying on
the foregoing  representations  in effecting  transactions  in securities of the
Parent.

     SECTION 7.11.  LISTING OF PARENT  STOCK.  The Parent agrees that (i) if the
Parent  applies to have Parent  Stock  listed for trading on any exchange or any
market operated by NASDAQ,  it will include in such application the Shares,  and
will take such other  action as is necessary or desirable to cause the Shares to
be listed on such exchange or NASDAQ market as promptly as possible, and (ii) it
will take all action reasonably necessary to continue the listing and trading of
Parent  Stock on any such  exchange  or  NASDAQ  market  and will  comply in all
material  respects  with the Parent's  reporting,  filing and other  obligations
under the bylaws or rules of the trading market.

                                  ARTICLE VIII

                   Cancellation; Registration of Parent Stock

     Section  8.01  CANCELLATION.  If by the  close of  business  on the  second
business day  following  the Closing  Date,  the Parent shall not have raised at
least  $20  million  from  the  sale  of  capital   stock  of  the  Parent  (the
"FINANCING"), then this Agreement and the consummation of the Transactions under
this  Agreement  shall be  deemed  cancelled.  Upon such  cancellation,  (i) the
Stockholders  shall promptly return the certificates  representing the Shares to
the transfer agent of the Parent for immediate  cancellation,  (ii) Halter shall
have the right to notify Securities Transfer Corporation,  the Parent's transfer
agent, to place stop transfer  restrictions on the Shares and (iii) Halter shall
cause HFG International TO RETURN PROMPTLY ALL SUMS PAID TO HFG INTERNATIONAL BY
THE COMPANY UNDER THE ADVISORY AGREEMENT. .

     Section 8.02 PIGGYBACK REGISTRATION. If at any time after the Closing Date,
the Parent shall file with the Commission a registration  statement  relating to
an offering for its own account or the account of others, including participants
in the  Financing,  under the  Securities  Act of any of its equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act), then the Parent shall include in such registration statement the shares of
Parent Stock listed on SCHEDULE 4.28 hereto (the "PIGGYBACK SHARES"), subject to
customary underwriter cutbacks applicable to all holders of registration rights.
The Parent shall bear the expenses incurred from the filing of such registration
statement,  including,  without  limitation,  all  registration and filing fees,
listing fees, printing expenses, fees and disbursements of counsel and



                                       26


accountants  for the Parent,  blue sky fees and  expenses,  the  expenses of any
special audits incident to or required by any such  registration and the expense
of any "comfort letters" (but excluding the compensation of regular employees of
the Parent,  which shall be paid in any event by the Parent). The holders of the
Piggyback Shares shall bear all selling  commissions or underwriter's  discounts
applicable  to the sale of the  Piggyback  Shares.  The holders of the Piggyback
Shares  shall  not be  entitled  to  receive  any  liquidated  damages  or other
compensation  paid by the Parent as a result of an  untimely  filing or declared
effectiveness  of the  registration  statement in which the Piggyback Shares are
included..

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01. NOTICES.  All notices,  requests,  claims,  demands and other
communications  under this  Agreement  shall be in  writing  and shall be deemed
given upon receipt by the parties at the  following  addresses (or at such other
address for a party as shall be specified by like notice):

                  If to Halter, to:

                  Halter Capital Corporation
                  2591 Dallas Parkway, Suite 102
                  Frisco, Texas 75034
                  Attention:  Kevin Halter, Jr.
                  Telephone: (469) 633-0100
                  Telecopy: (469) 633-0188


                  If to the Stockholders, the Parent or the Company, to:

                  c/o Henan Zhongpin Food Share Co., Ltd.
                  21 Changshe Road
                  Changge City, Henan Province
                  The People's Republic of China
                  Attention:  Xianfu Zhu
                  Telecopier:  (___) ___-____
                  Telephone:  (___) ___-____


                  with a copy to:

                  DeHeng Chen Chan, LLC
                  225 Broadway, Suit 1910
                  New York, New York 10007
                  Attention:  Wesley J. Paul, Esq.
                  Telephone:  (212) 608-6500
                  Telecopier:  (212) 608-9050




                                       27


     SECTION  9.02.  AMENDMENTS;   WAIVERS;  NO  ADDITIONAL  CONSIDERATION.   No
provision  of this  Agreement  may be  waived  or  amended  except  in a written
instrument signed by the Company, Parent and the Stockholders holding a majority
of the Shares. No waiver of any default with respect to any provision, condition
or requirement of this  Agreement  shall be deemed to be a continuing  waiver in
the  future  or a waiver  of any  subsequent  default  or a waiver  of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right. No consideration  shall be offered or paid to any Stockholder
to  amend or  consent  to a  waiver  or  modification  of any  provision  of any
transaction  document  unless  the same  consideration  is also  offered  to all
Stockholders who then hold Shares.

     SECTION  9.03.  REPLACEMENT  OF SHARES.  If any  certificate  or instrument
evidencing any Shares is mutilated,  lost, stolen or destroyed, the Parent shall
issue  or  cause  to be  issued  in  exchange  and  substitution  for  and  upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument,  but only upon receipt of evidence reasonably satisfactory to the
Parent  of  such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated  with the  issuance  of such  replacement  Shares.  If a  replacement
certificate or instrument evidencing any Shares is requested due to a mutilation
thereof,  the Parent may  require  delivery  of such  mutilated  certificate  or
instrument as a condition precedent to any issuance of a replacement.

     SECTION  9.04.  REMEDIES.  In  addition to being  entitled to exercise  all
rights provided herein or granted by law, including recovery of damages, each of
the  Stockholders,   Parent  and  the  Company  will  be  entitled  to  specific
performance  under this Agreement.  The parties agree that monetary  damages may
not be adequate  compensation  for any loss  incurred by reason of any breach of
obligations  described in the  foregoing  sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy at law would be adequate.

     SECTION 9.05.  INDEPENDENT NATURE OF STOCKHOLDERS'  OBLIGATIONS AND RIGHTS.
The  obligations  of each  Stockholder  under this Agreement are several and not
joint with the obligations of any other Stockholder, and no Stockholder shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Stockholder  under this Agreement.  The decision of each  Stockholder to acquire
Shares   pursuant  to  this   Agreement  has  been  made  by  such   Stockholder
independently of any other Stockholder.  Nothing contained herein, and no action
taken by any  Stockholder  pursuant  thereto,  shall be deemed to constitute the
Stockholders as a partnership, an association, a joint venture or any other kind
of entity,  or create a presumption  that the Stockholders are in any way acting
in concert or as a group with respect to such  obligations  or the  transactions
contemplated  herein.  Each Stockholders  acknowledges that no other Stockholder
has acted as agent for such Stockholder in connection with making its investment
hereunder and that no Stockholder will be acting as agent of such Stockholder in
connection  with monitoring its investment in the Shares or enforcing its rights
under this  Agreement.  Each  Stockholder  shall be  entitled  to  independently
protect and enforce its rights,



                                       28


including  without  limitation the rights arising out of this Agreement,  and it
shall not be necessary for any other  Stockholder  to be joined as an additional
party in any  proceeding  for  such  purpose.  Each of the  Company  and  Parent
acknowledge  that  each of the  Stockholders  has been  provided  with this same
Agreement  for the purpose of closing a transaction  with multiple  Stockholders
and not because it was required or requested to do so by any Stockholder.

     SECTION 9.06. LIMITATION OF LIABILITY.  Notwithstanding  anything herein to
the contrary,  each of the Parent and the Company acknowledge and agree that the
liability of a Stockholder arising directly or indirectly, under any transaction
document of any and every nature whatsoever shall be satisfied solely out of the
assets of such  Stockholder,  and that no  trustee,  officer,  other  investment
vehicle or any other affiliate of such Stockholder or any investor,  shareholder
or  holder  of  shares  of  beneficial  interest  of such  Stockholder  shall be
personally liable for any liabilities of such Stockholder.

     SECTION 9.07. INTERPRETATION. When a reference is made in this Agreement to
a  Section,  such  reference  shall be to a  Section  of this  Agreement  unless
otherwise indicated. Whenever the words "include", "includes" or "including" are
used in this  Agreement,  they  shall be  deemed  to be  followed  by the  words
"without limitation".

     SECTION  9.08.  SEVERABILITY.  If any  term  or  other  provision  of  this
Agreement is invalid, illegal or incapable of being enforced by any rule or Law,
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the Transactions  contemplated hereby is not affected in any manner
materially  adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that  Transactions  contemplated  hereby  are  fulfilled  to the  extent
possible.

     SECTION 9.09.  COUNTERPARTS;  FACSIMILE  EXECUTION.  This  Agreement may be
executed in one or more  counterparts,  all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties. Facsimile
execution  and delivery of this  Agreement  is legal,  valid and binding for all
purposes.

     SECTION 9.10. ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES.  This Agreement,
taken  together  with the Company  Disclosure  Letter and the Parent  Disclosure
Letter, (a) constitute the entire agreement,  and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the
Transactions  and (b) are not  intended to confer upon any person other than the
parties any rights or remedies.

     SECTION  9.11.  GOVERNING  LAW.  This  Agreement  shall be governed by, and
construed in accordance  with, the laws of the State of New York,  regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws  thereof,  except  to the  extent  the  laws of  Delaware  are  mandatorily
applicable to the Transactions.



                                       29


     SECTION  9.12.  ASSIGNMENT.  Neither this  Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned,  in whole or in
part,  by operation of law or otherwise by any of the parties  without the prior
written  consent of the other  parties.  Any purported  assignment  without such
consent shall be void. Subject to the preceding  sentences,  this Agreement will
be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.

                      [SIGNATURES APPEAR ON THE NEXT PAGE]



                                       30



         The parties  hereto have  executed and  delivered  this Share  Exchange
Agreement as of the date first above written.

The Parent:                                STRONG TECHNICAL INC.


                                           By: ________________________________
                                                 Name:
                                                 Title:


The Company:                               FALCON LINK INVESTMENT LIMITED


                                           By: ________________________________
                                                 Name:
                                                 Title:

AS TO ARTCILES IV, VIII AND IX ONLY:

                                          ______________________________________
                                                Kevin Halter, Jr.


          [Stockholder Share Exchange Agreement Signature Pages Follow]



                                       31



         The parties  hereto have  executed and  delivered  this Share  Exchange
Agreement as of the date first above written.

The Stockholders:
                                               ________________________________
                                               ZHU, Xianfu

                                               ________________________________
                                               BEN, Baoke

                                               ________________________________
                                               LIU, Chaoyang

                                               ________________________________
                                               WANG, Qinghe

                                               ________________________________
                                               SI, Shuichi

                                               ________________________________
                                               WANG, Juanjuan

                                               ________________________________
                                               LIN, Yousu

                                               ________________________________
                                               WANG, Qian

                                               ________________________________
                                               WANG, Yunchun




                                       32


                                   EXHIBIT A

                 SHAREHOLDERS OF FALCON LINK INVESTMENT LIMITED




- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       NUMBER OF
                                                                                      PERCENTAGE OF TOTAL              SHARES OF
                                                                 NUMBER OF SHARES        COMPANY SHARES             PARENT STOCK TO
                                                                 OF COMPANY STOCK    REPRESENTED BY SHARES          BE RECEIVED BY
NAME OF STOCKHOLDER            ADDRESS OF STOCKHOLDER             BEING EXCHANGED       BEING EXCHANGED              STOCKHOLDER
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
ZHU Xianfu            Zhongpin Inc.                                    5,660                 56.60%                    225,085,016
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
BEN Baoke             Zhongpin Inc.                                     745                  7.45%                     29,626,914
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
LIU Chaoyang          Zhongpin Inc.                                     551                  5.51%                     21,911,986
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
WANG Qinghe           Zhongpin Inc.                                     544                  5.44%                     21,633,613
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------





- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       NUMBER OF
                                                                                      PERCENTAGE OF TOTAL              SHARES OF
                                                                 NUMBER OF SHARES        COMPANY SHARES             PARENT STOCK TO
                                                                 OF COMPANY STOCK    REPRESENTED BY SHARES          BE RECEIVED BY
NAME OF STOCKHOLDER            ADDRESS OF STOCKHOLDER             BEING EXCHANGED       BEING EXCHANGED              STOCKHOLDER
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
SI Shuichi            Zhongpin Inc.                                     528                  5.28%                     20,997,330
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
WANG Juanjuan         Zhongpin Inc.                                     472                  4.72%                     18,770,340
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
LIN Yousu             Zhongpin Inc.                                     500                  5.00%                     19,883,835
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
WANG Qian             Zhongpin Inc.                                     500                  5.00%                     19,883,835
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
WANG Yunchun          Zhongpin Inc.                                     500                  5.00%                     19,883,835
                      c/o Henan Zhongpin Food Share Co., Ltd.
                      21 Changshe Road
                      Changge City, Henan Province
                      The People's Republic of China

- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                 10,000                  100%                     397,676,704
- ------------------------------------------------------------------------------------------------------------------------------------


                                       34





                                   EXHIBIT B

                      Form of Opinion of Counsel to Parent




                  1. The  Parent is a  corporation  duly  incorporated,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
the  requisite  corporate  power to own,  lease and operate its  properties  and
assets, and to carry on its business as presently conducted.

                  2. The Parent has the requisite  corporate power and authority
to enter into and perform  its  obligations  under the  Exchange  Agreement,  to
consummate the Transactions and to issue the Shares. The execution, delivery and
performance of the Exchange  Agreement by the Parent,  the consummation by it of
the  Transactions  and the  issuance  of the Shares  have been duly and  validly
authorized  by  all  necessary  corporate  action  and  no  further  consent  or
authorization of the Parent or its Board of Directors is required.  The Exchange
Agreement  has  been  duly  executed  and   delivered,   and  the   certificates
representing  the Shares have been duly  executed,  issued and  delivered by the
Parent  and the  Exchange  Agreement  constitutes  a legal,  valid  and  binding
obligation of the Parent  enforceable  against the Parent in accordance with its
terms.  The Shares are not  subject to any  preemptive  rights  under the Parent
Charter or the Parent Bylaws.

                  3. The Shares have been duly  authorized  and, when  delivered
against payment in full as provided in the Exchange  Agreement,  will be validly
issued,  fully  paid  and  nonassessable  and  free  and  clear  of  all  liens,
encumbrances  and rights of first  refusal of any kind and the holders  shall be
entitled to all rights accorded to a holder of Parent Stock.

                  4. The execution,  delivery and  performance of and compliance
with the terms of the Exchange  Agreement,  the consummation of the Transactions
and the  issuance of the Shares do not (a) violate any  provision  of the Parent
Charter or Parent  Bylaws,  (b) conflict  with,  or  constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any material  agreement,  mortgage,  deed of trust,  indenture,
note,  bond,  license,  lease  agreement,  instrument or obligation to which the
Parent is a party and which is known to us, (c) create or impose a lien,  charge
or  encumbrance  on any  property  of the  Parent  under  any  agreement  or any
commitment  known to us to which the Parent is a party or by which the Parent is
bound or by which any of its respective  properties or assets are bound,  or (d)
result in a violation of any Federal,  state,  local or foreign  statute,  rule,
regulation,  order, judgment,  injunction or decree (including Federal and state
securities  laws and  regulations)  applicable  to the  Parent  or by which  any
property or asset of the Parent is bound or affected, except, in all cases other
than  violations  pursuant  to clauses  (a) and (d) above,  for such  conflicts,
default, terminations, amendments, acceleration, cancellations and violations as
would not, individually or in the aggregate, have a Material Adverse Effect.

                  5. No consent,  approval or  authorization  of or designation,
declaration or filing with any governmental  authority on the part of the Parent
is required under Federal,  state or local law, rule or regulation in connection
with the valid execution,  delivery and performance of the Exchange Agreement or
the offer, sale or issuance of the Shares, other than filings as may be required
by applicable Federal and state securities laws and regulations.






                  6.  To  our  knowledge,  there  is  no  action,  suit,  claim,
investigation  or  proceeding  pending or  threatened  against the Parent  which
questions  the validity of the Exchange  Agreement  or the  Transactions  or any
action taken or to be taken pursuant thereto.  There is no action,  suit, claim,
investigation or proceeding pending, or to our knowledge, threatened, against or
involving the Parent or any of its properties or assets and which,  if adversely
determined,  is reasonably likely to result in a Material Adverse Effect.  There
are no  outstanding  orders,  judgments,  injunctions,  awards or decrees of any
court,  arbitrator or  governmental or regulatory body against the Parent or any
officers or directors of the Parent in their capacities as such.









         SCHEDULE 5.02(a)(iv)      APPOINTMENT OF OFFICERS AND DIRECTORS


     Name                                       Office

  ZHU Xianfu                             CEO and Chairman of the Board
  BEN Baoke                              Executive Vice President
  KONG Ronald                            Senior Vice President
  MA Yuanmei                             Chief Financial Officer and Secretary
  LI Xinyu                               Director
  WANG Yunchun                           Director












                  SCHEDULE 6.1(d) - POST-CLOSING CAPITALIZATION

The Parent's authorized capital after giving effect to the Transactions consists
of 800  million  shares of common  stock,  par value  $0.001 per  share,  and 20
million  shares of preferred  stock,  par value  $0.001 per share.  After giving
effect to the  Transactions,  the  Parent has  415,442,354  shares of the Parent
Stock issued and outstanding.

Set forth below is outstanding  shares of Parent Stock and  outstanding  options
and warrants exercisable to purchase shares of Parent Stock.




                                                      NUMBER OF                   NUMBER OF          TOTAL NUMBER
                                                     SHARES OWNED             OPTIONS/WARRANTS        OF SHARES         OWNERSHIP
STOCKHOLDER NAME                                    (POST CLOSING)           OWNED (POST CLOSING)      OWNED            PERCENTAGE
                                                                                                             
Zhu Xianfu                                             225,085,016                    0             225,085,016          54.18%
Ben Baoke                                               29,626,914                    0              29,626,914           7.13%
Liu Chaoyang                                            21,911,986                    0              21,911,986           5.27%
Wang Qinghe                                             21,633,613                    0              21,633,613           5.21%
Si Shuichi                                              20,997,330                    0              20,997,330           5.05%
Wang Juanjuan                                           18,770,340                    0              18,770,340           4.52%
Lin Yousu                                               19,883,835                    0              19,883,835           4.79%
Wang Qian                                               19,883,835                    0              19,883,835           4.79%
Wang Yunchun                                            19,883,835                    0              19,883,835           4.79%
Halter Capital Corporation                               3,196,064                    0               3,196,064           0.77%
Halter Financial Investments, L.P.                       6,235,563                    0               6,235,563           1.50%
Halter Financial Group, L.P.                             3,082,433                    0               3,082,433           0.74%
M1Advisors, LLC                                          2,120,940                    0               2,120,940           0.51%
Other Stockholders*                                      3,130,650                    0               3,130,650           0.75%
TOTAL                                                  415,442,354                    0             415,442,354            100%


*  Includes employees,  consultants  and other  participants in the Parent's
   stock option plan.

The authorized capital stock of the Company consists of 50,000 shares, of which,
10,000   shares  are  issued  and   outstanding   after  giving  effect  to  the
Transactions.   All  of  the  outstanding  shares  of  the  Company  are  owned,
beneficially and of record, by the Parent.

EX-3.3

                                                                  EXECUTION COPY

                          CERTIFICATE OF DESIGNATION OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                              STRONG TECHNICAL INC.

        -----------------------------------------------------------------

                    Pursuant to the provisions of Section 151

                        of the General Corporation Law of

                              the State of Delaware
        -----------------------------------------------------------------

         Strong Technical Inc. (the "CORPORATION"),  a corporation organized and
validly  existing  under the General  Corporation  Law of the State of Delaware,
hereby  certifies that the following  resolutions  have been duly adopted by the
Corporation's  Board of  Directors  at a duly held  meeting on January  30, 2006
pursuant to authority conferred upon the Board of Directors by the Corporation's
Certificate of Incorporation:

               WHEREAS,   the  Certificate  of  Incorporation  of  the
          Corporation (the "CERTIFICATE"), authorizes a class of stock
          designated  as  Preferred  Stock  (the  "PREFERRED  STOCK"),
          comprising  20,000,000  shares,  par value  $.001 per share,
          provides that such  Preferred  Stock may be issued from time
          to time in one or more  series,  and vests  authority in the
          Board of Directors,  within the limitations and restrictions
          stated  in  the  Certificate,  to fix or  alter  the  voting
          powers,     designations,     preferences    and    relative
          participating,  optional or other special rights, rights and
          terms of redemption,  the redemption price or prices and the
          liquidation  preferences  of any series of  Preferred  Stock
          within the limitations set forth in the General  Corporation
          Law;

               WHEREAS,  it is the desire of the Board of Directors to
          designate  one new series of Preferred  Stock and to fix the
          voting powers, designations, preferences and rights, and the
          qualifications,  limitations  or  restrictions  thereof,  as
          provided herein.

               NOW,  THEREFORE,  BE IT RESOLVED,  that the Corporation
          does hereby designate 7,631,250 shares of the authorized but
          unissued  Preferred Stock as Series A Convertible  Preferred
          Stock (the  "SERIES A  PREFERRED")  and does  hereby fix the
          powers, preferences and relative participating,  optional or
          other  special  rights and  qualifications,  limitations  or
          restrictions of the Series A Preferred to be as follows:



                      SERIES A CONVERTIBLE PREFERRED STOCK

         A.  DESIGNATION.  7,631,250 shares of the authorized,  but undesignated
preferred  stock,  $.001 par value per  share,  of the  Corporation  are  hereby
constituted  as a  series  of  the  preferred  stock  designated  as  "Series  A
Convertible Preferred Stock" ("SERIES A PREFERRED"). The original issue price of
the Series A Preferred shall be $4.00 per share (the "ORIGINAL ISSUE PRICE"), as
the same may be  equitably  adjusted  after the date of  issuance  for any stock
splits,  combinations,   consolidations,   recapitalizations,   reorganizations,
reclassifications,  stock distributions, stock dividends or other similar events
(such  adjustments  described  herein,  "AS  ADJUSTED").  The date on which  the
Corporation  initially issues any share of Series A Preferred shall be deemed to
be its "DATE OF  ISSUANCE"  regardless  of the number of times  transfer of such
share is made on the stock  records  maintained  by or for the  Corporation  and
regardless  of the number of  certificates  which may be issued to evidence such
share. The Series A Preferred shall have rights and preferences  relative to all
other  classes and series of the capital stock of the  Corporation  as set forth
herein.

         B.  DIVIDENDS.  The holders of the Series A Preferred shall be entitled
to receive,  when and as declared by the Board of  Directors,  dividends in such
amounts as may be determined by the Board of Directors  from time to time out of
funds legally available therefor.  No dividends (other than those payable solely
in Common  Stock)  shall be paid on the  Common  Stock or any class or series of
capital stock ranking junior, as to dividends,  to the Series A Preferred during
any fiscal year of the Corporation  until there shall have been paid or declared
and set apart  during that fiscal year for the holders of the Series A Preferred
a dividend  in an amount  per share  equal to (i) the number of shares of Common
Stock  issuable upon  conversion of the Series A Preferred  Stock times (ii) the
amount per share of the dividend to be paid on the Common Stock.

         C. PREFERENCE ON LIQUIDATION.

                  1. Upon the  occurrence  of any  liquidation,  dissolution  or
winding up of the  Corporation,  either voluntary or involuntary (a "LIQUIDATING
EVENT"), each holder of Series A Preferred then outstanding shall be entitled to
receive, out of the assets of the Corporation  available for distribution to its
stockholders,  before any payment  shall be made in respect of the Common Stock,
or other series of preferred  stock then in existence  that is  outstanding  and
junior to the Series A Preferred upon liquidation, an amount per share of Series
A Preferred  equal to the greater of: (i) the Original Issue Price, as adjusted,
with  respect to such share (the  "LIQUIDATION  VALUE");  or (ii) the amount the
amount that would be  receivable  if the Series A Preferred  had been  converted
into Common Stock immediately prior to such liquidation  distribution,  plus, in
each case, accrued and unpaid dividends.  For purposes of this Subsection C.1, a
merger  or   consolidation   involving  the   Corporation  or  sale  of  all  or
substantially all of the Corporation's  assets shall not be deemed a Liquidating
Event.

                  2.  Written  notice of any such  Liquidating  Event  stating a
payment date,  the place where such payment shall be made and the amount of each
payment in liquidation shall be given by first class mail, postage prepaid,  not
less than ten (10) days prior to the payment date stated therein, to each holder
of record of the Series A  Preferred  at such  holder's  address as shown in the
records of the Corporation.  If upon the occurrence of a Liquidating  Event, the
assets of the Corporation  available for distribution to its stockholders  shall
be insufficient to pay the holders of




                                  2


the Series A  Preferred  and all other  classes or series of stock  ranking on a
parity with the Series A  Preferred  upon  liquidation  the full amount to which
they  shall be  entitled,  the  holders of the Series A  Preferred  shall  share
ratably  with any  other  such  class or series  in any  distribution  of assets
according  to the amounts that would be payable in respect of the shares held by
each of them upon such distribution if all amounts payable on or with respect to
said shares were paid in full.

         D. VOTING.

                  1. Except as otherwise expressly provided in Subsection D.2 or
Section  G hereof  or as  required  by law,  the  holders  of shares of Series A
Preferred  shall vote  together  with the  holders  of Common  Stock as a single
class.  The holder of each share of Series A Preferred  (i) shall be entitled to
the number of votes with  respect to such share equal to the number of shares of
Common  Stock into which such share of Series A Preferred  could be converted on
the record date for the subject vote or written consent (or, if there is no such
record date,  then on the date that such vote is taken or consent is  effective)
and (ii) shall be entitled to notice of any stockholders'  meeting in accordance
with the Bylaws of the Corporation. Fractional votes shall not be permitted, and
any fractional voting rights resulting from the above formula (after aggregating
all shares of Common Stock into which shares of Series A Preferred  held by each
holder could be converted) shall be reduced to the nearest whole number.

                  2. So long as the  number of shares of Common  Stock  issuable
upon conversion of the outstanding  shares of Series A Preferred is greater than
10% of the number of outstanding shares of Common Stock on a fully diluted basis
(including the conversion of all  outstanding  securities  that are  convertible
into shares of Common Stock,  whether or not the conditions to such  conversion,
if any,  have been  satisfied,  and the  exercise  of all options or warrants to
purchase shares of Common Stock,  whether or not the conditions to exercise such
purchase  rights,  if any,  have been  satisfied),  the holders of record of the
shares of Series A  Preferred,  exclusively  and as a separate  class,  shall be
entitled to elect one (1) director of the Corporation (the "SERIES A DIRECTOR").
Any  director  elected as  provided  in the  preceding  sentence  may be removed
without cause by, and only by, the affirmative vote of the holders of the shares
of Series A Preferred  given  either at a special  meeting of such  stockholders
duly called for that purpose or pursuant to a written  consent of  stockholders.
The holders of record of the shares of Common Stock and the holders of record of
the shares of Series A Preferred,  voting  together as a single class,  shall be
entitled  to  elect  the  balance  of  the  total  number  of  directors  of the
Corporation.  At any meeting  held for the  purpose of electing a director,  the
presence in person or by proxy of the  holders of a majority of the  outstanding
shares of the class or series entitled to elect such director shall constitute a
quorum for the purpose of electing such director.  A vacancy in any directorship
filled by the  holders  of any class or series  shall be filled  only by vote or
written  consent in lieu of a meeting of the  holders of such class or series or
by any remaining  director or directors  elected by the holders of such class or
series pursuant to this Subsection D.2.

         E.       CONVERSION RIGHTS.

                  1. INITIAL  CONVERSION  PRICE.  The "CONVERSION  PRICE" of the
Series A Preferred,  before any  adjustment  is required  pursuant to Section F,
shall be $0.113157.



                                       3


                  2. RIGHT TO CONVERT.  Each share of Series A Preferred and all
accrued and unpaid  dividends  thereon shall be convertible at the option of the
holder  thereof,  at any time after the issuance of such share,  into fully paid
and  nonassessable  shares of Common  Stock of the  Corporation.  The  number of
shares of Common  Stock into which each share of the Series A  Preferred  may be
converted  shall be determined  by dividing the sum of the Original  Issue Price
and any accrued and unpaid dividends by the Conversion Price, as may be adjusted
pursuant to Section F, in effect at the time of the conversion.

                  3. AUTOMATIC CONVERSION.  Each share of Series A Preferred and
all accrued and unpaid dividends  thereon shall  automatically be converted into
shares of Common  Stock at the  Conversion  Price at the time in effect for such
Series A Preferred (i) upon  consummation of an underwritten  public offering of
the  Common  Stock  yielding  at  least  $30  million  in  net  proceeds  to the
Corporation at a price per share (as adjusted) of at least  $0.1414467,  (ii) if
(a) the  closing  price of the Common  Stock  equals or exceeds  $0.2828934  (as
adjusted) for the twenty (20)  consecutive-trading-day  period ending within two
(2) days of the date on which the Corporation provides notice of such conversion
as  hereinafter  provided  (such date being  referred  to herein as the  "Notice
Date") and (b) either a registration statement registering for resale the shares
of Common Stock  issuable  upon  conversion  of the Series A Preferred  has been
declared  effective  and remains  effective  and  available  for resales for the
twenty  (20)-day  period  immediately  following the Notice Date, or Rule 144(k)
promulgated  under the Securities Act of 1933, as amended,  is available for the
resale of such shares,  or (iii) on a date specified by vote or written  consent
of the  holders  of at least  67% of the  then-outstanding  shares  of  Series A
Preferred.  All holders of record of shares of Series A Preferred  will be given
at least ten (10) days'  prior  written  notice of the date fixed for  automatic
conversion  thereof pursuant to clause (ii) or (iii) above and the event causing
the automatic  conversion of the Series A Preferred into Common Stock. Notice of
automatic  conversion  of the Series A  Preferred  pursuant  to clause (i) above
shall be given promptly following such conversion.  Such notice shall be sent by
first  class  mail,  postage  prepaid,  to each  holder  of  record  of Series A
Preferred at such holder's  address as shown in the records of the  Corporation.
Each holder of shares of the Series A Preferred  shall surrender the certificate
or certificates  for all such shares to the Corporation at the place  designated
in such  notice  and shall  thereafter  receive  certificates  for the number of
shares of Common Stock to which such holder is entitled.

                  4. MECHANICS OF CONVERSION.

                           (i) The  holder of any  shares of Series A  Preferred
         may  exercise  the  conversion  rights  as to such  shares  or any part
         thereof by delivering to the Corporation during regular business hours,
         at the office of any transfer agent of the Corporation for the Series A
         Preferred,  or at the principal  office of the  Corporation  or at such
         other place as may be designated by the Corporation, the certificate or
         certificates for the shares to be converted, duly endorsed for transfer
         to  the   Corporation  or  accompanied  by  a  written   instrument  or
         instruments  of transfer  (if required by it),  accompanied  by written
         notice  stating  that the holder  elects to convert  all or a number of
         such shares represented by the certificate or certificates. Such notice
         shall also state such  holder's  name or the names of the  nominees  in
         which such holder wishes the certificate or certificates  for shares of
         Common  Stock to be  issued.  Conversion  shall be  deemed to have been
         effected  on the date  when  such  delivery  is made,  and such date is
         referred to herein as the "CONVERSION DATE." As promptly



                                       4


         as practicable  thereafter  (but in any event within three (3) business
         days  thereafter),  the  Corporation  shall  issue and  deliver to such
         holder, at such office or other place designated by the Corporation,  a
         certificate  or  certificates  for the number of full  shares of Common
         Stock to which  such  holder  is  entitled  and a check  for cash  with
         respect  to any  fractional  interest  in a share  of  Common  Stock as
         provided in  Subsection  E.4 (ii).  The holder  shall be deemed to have
         become a stockholder of record on the applicable  Conversion Date. Upon
         conversion  of only a  portion  of the  number  of  shares  of Series A
         Preferred represented by a certificate surrendered for conversion,  the
         Corporation shall issue and deliver to the holder of the certificate so
         surrendered for conversion,  at the expense of the  Corporation,  a new
         certificate representing the number of shares of Series A Preferred not
         so converted.

                           (ii) No  fractional  shares of Common  Stock or scrip
         shall be issued upon  conversion  of shares of Series A  Preferred.  If
         more than one  share of Series A  Preferred  shall be  surrendered  for
         conversion  at any one  time by the same  holder,  the  number  of full
         shares  of Common  Stock  issuable  upon  conversion  thereof  shall be
         computed  on the  basis of the  aggregate  number of shares of Series A
         Preferred so  surrendered.  Instead of any fractional  shares of Common
         Stock that would otherwise be issuable upon conversion of any shares of
         Series A Preferred,  the  Corporation  shall pay a cash  adjustment  in
         respect  of  such  fractional  interest  equal  to the  value  of  such
         fractional  interest  based upon the Current Market Price of the Common
         Stock on the Conversion Date. For purposes of this Subsection  E.4(ii),
         the "CURRENT  MARKET  PRICE" per share of Common Stock on any day shall
         mean:  (i) if the  principal  trading  market for such  securities is a
         national or regional  securities  exchange,  the closing  price on such
         exchange  on such day;  or (ii) if sales  prices  for  shares of Common
         Stock are  reported  by the  NASDAQ  National  Market  System or NASDAQ
         Capital  Market (or a similar  system then in use),  the last  reported
         sales price  (regular way) so reported on such day; or (iii) if neither
         (i) nor (ii) above are applicable, and if bid and ask prices for shares
         of Common Stock are reported in the  over-the-counter  market by NASDAQ
         (or, if not so reported, by the National Quotation Bureau), the average
         of  the  high  bid  and  low  ask  prices  so  reported  on  such  day.
         Notwithstanding  the foregoing,  if there is no reported closing price,
         last reported sales price,  or bid and ask prices,  as the case may be,
         for the day in  question,  then  the  Current  Market  Price  shall  be
         determined  as of the  latest  date  prior to such day for  which  such
         closing price, last reported sales price, or bid and ask prices, as the
         case may be, are available, unless such securities have not been traded
         on an  exchange or in the  over-the-counter  market for 30 or more days
         immediately  prior to the day in  question,  in which case the  Current
         Market Price shall be  determined  in good faith by, and reflected in a
         formal resolution of, the Board of Directors of the Corporation.

                           (iii) The Corporation shall pay any and all issue and
         other  taxes that may be payable in respect of any issue or delivery of
         shares of Common  Stock on  conversion  of Series A Preferred  pursuant
         hereto. The Corporation shall not, however,  be required to pay any tax
         that may be payable in respect of any  transfer  involved  in the issue
         and  delivery  of shares of Common  Stock in a name  other than that in
         which the Series A Preferred so converted was  registered,  and no such
         issue or delivery shall be made unless and until the person  requesting
         such  issue has paid to the  Corporation  the amount of any such tax or
         has established, to the satisfaction of the Corporation,  that such tax
         has been paid.

                                       5


                           (iv) The  Corporation  shall at all times reserve and
         keep available, out of its authorized but unissued Common Stock, solely
         for the purpose of effecting the conversion of Series A Preferred,  the
         full number of shares of Common Stock  deliverable  upon the conversion
         of  all  Series  A  Preferred  from  time  to  time  outstanding.   The
         Corporation  shall  from  time to time use its best  efforts  to obtain
         necessary  director and stockholder  approvals,  in accordance with the
         laws of the State of Delaware, to increase the authorized amount of its
         Common Stock if at any time the  authorized  amount of its Common Stock
         remaining  unissued shall not be sufficient to permit the conversion of
         all of the shares of Series A Preferred  at the time  outstanding,  and
         shall  take  all  such  actions  as  are  necessary  to  increase  such
         authorized amount of Common Stock upon obtaining such approvals.

                           (v) If any shares of Common  Stock to be reserved for
         the  purpose  of  conversion  of shares of Series A  Preferred  require
         registration  or  listing  with,  or  approval  of,  any   governmental
         authority, stock exchange or other regulatory body under any federal or
         state law or regulation or otherwise, before such shares may be validly
         issued or delivered upon conversion, the Corporation will in good faith
         and as expeditiously as possible endeavor to secure such  registration,
         listing or approval, as the case may be.

                           (vi) All  shares of Common  Stock  that may be issued
         upon  conversion of the shares of Series A Preferred will upon issuance
         by the Corporation be validly issued,  fully paid and nonassessable and
         free from all taxes,  liens and charges  with  respect to the  issuance
         thereof.

                           (viii) The Corporation  will not, by amendment of the
         Certificate  or  through  any   reorganization,   transfer  of  assets,
         consolidation,  merger, dissolution, issue or sale of securities or any
         other  voluntary  action,  avoid or seek to  avoid  the  observance  or
         performance  of any of the terms to be observed or performed  hereunder
         by the  Corporation,  but will at all times in good faith assist in the
         carrying  out of all of the  provisions  of this  Section  E and in the
         taking of all such action as may be necessary or  appropriate  in order
         to  protect  the  conversion  rights  of the  holders  of the  Series A
         Preferred against impairment.

                           (ix) If by the third  trading day after a  Conversion
         Date the Corporation  fails to deliver the required number of shares of
         Common Stock  underlying the Series A Preferred in the manner  required
         pursuant to this Subsection E.4, then the applicable holder of Series A
         Preferred will have the right to rescind such conversion.

                           (x) If by the third  trading  day after a  Conversion
         Date the Corporation  fails to deliver the required number of shares of
         Common Stock  underlying the Series A Preferred in the manner  required
         pursuant to this  Subsection  E.4, and if after such third  trading day
         and prior to the  receipt  of such  shares of Common  Stock,  shares of
         Common  Stock are  purchased  by or for the  account of the  applicable
         holder  of  Series  A  Preferred  (in an  open  market  transaction  or
         otherwise) to deliver in  satisfaction  of a sale by such holder of the
         underlying  shares  of  Common  Stock  which  such  holder  anticipated
         receiving upon such conversion (a "BUY-IN"), then the Corporation shall
         (1) pay in cash to such  holder the  amount by which (x) such  holder's
         total purchase price (including brokerage commissions,  if any) for the
         shares of Common Stock so purchased  exceeds (y) the



                                       6


         amount obtained by multiplying  (A) the number of underlying  shares of
         Common  Stock  that the  Corporation  was  required  to deliver to such
         holder in connection  with such  conversion by (B) the closing price of
         the Common Stock on the  Conversion  Date and (2) at the option of such
         holder, either reinstate the number of shares of Series A Preferred for
         which such  conversion  was not  honored or deliver to such  holder the
         number of shares of Common  Stock that  would have been  issued had the
         Corporation   timely   complied  with  its   conversion   and  delivery
         obligations  hereunder.  Any such  holder of Series A  Preferred  shall
         provide the Corporation  written notice  indicating the amounts payable
         to such holder in respect of the Buy-In.

                  5. LIMITATIONS ON CONVERSION.

                           (i) The  Corporation  shall not effect the conversion
         of any share of Series A  Preferred,  and no person  who is a holder of
         Series A Preferred  shall have the right to convert  shares of Series A
         Preferred into shares of Common Stock,  to the extent that after giving
         effect to such  conversion,  such person  (together  with such person's
         affiliates) would beneficially own in excess of 9.999% of the shares of
         the Common Stock  outstanding  immediately  after giving effect to such
         conversion.  For  purposes of the  foregoing  sentence,  the  aggregate
         number of shares of Common Stock  beneficially owned by such person and
         its affiliates shall include, without limitation,  the number of shares
         of Common Stock  issuable upon  conversion  of Series A Preferred  with
         respect to which the  determination of such sentence is being made, but
         shall  exclude  shares of Common Stock which would be issuable upon (i)
         exercise  of the  remaining  unconverted  shares of Series A  Preferred
         beneficially  owned by such person and its affiliates and (ii) exercise
         or conversion of the  unexercised or  unconverted  portion of any other
         securities of the Corporation beneficially owned by such person and its
         affiliates (including, without limitation, shares of convertible stock,
         any debentures,  convertible notes or other convertible preferred stock
         or  warrants)  subject  to  a  limitation  on  conversion  or  exercise
         analogous to the limitation  contained  herein.  Except as set forth in
         the  preceding  sentence,  for purposes of this  paragraph,  beneficial
         ownership  shall be calculated in accordance  with Section 13(d) of the
         Securities  Exchange  Act of 1934,  as  amended.  For  purposes of this
         Certificate of  Designation,  in determining  the number of outstanding
         shares of Common Stock,  a holder of Series A Preferred may rely on the
         number of  outstanding  shares of Common  Stock as reflected in (1) the
         Corporation's  most recent Form 10-Q,  Form 10-K or other public filing
         with the Securities and Exchange Commission,  as the case may be, (2) a
         more recent public  announcement by the  Corporation,  or (3) any other
         notice by the  Corporation  or its  transfer  agent  setting  forth the
         number of shares of Common  Stock  outstanding.  For any  reason at any
         time,  upon the  written  or oral  request  of any  holder  of Series A
         Preferred,  the  Corporation  shall within five  business  days confirm
         orally and in writing to such holder of Series A  Preferred  the number
         of shares of Common Stock then outstanding.  In any case, the number of
         outstanding  shares of Common  Stock shall be  determined  after giving
         effect to the  conversion or exercise of securities of the  Corporation
         by such holder of Series A Preferred and its affiliates  since the date
         as of which  such  number of  outstanding  shares  of Common  Stock was
         reported.  In effecting the conversion of shares of Series A Preferred,
         the Corporation  shall be entitled to rely on a  representation  by the
         holder of such shares of Series A Preferred  as to the number of shares
         that it beneficially  owns for purposes of the above 9.999%  limitation
         calculation.  Notwithstanding  the  foregoing,  the  provisions of this


                                       7


         Subsection  E.5(i) shall not be  applicable  to any person who notifies
         the  Secretary of the  Corporation  in writing prior to the purchase of
         any share of Series A Preferred  that such person  irrevocably  elected
         not to have such  provisions  apply to any shares of Series A Preferred
         owned by record by such person.

                           (ii) If and to the extent this  Subsection  E.5 would
         restrict  the ability of a holder of Series A Preferred to convert each
         share of Series A Preferred  in the event of a delivery of an automatic
         conversion pursuant to Subsection E.3, then notwithstanding anything to
         the contrary set forth in the notice delivered to such holder of Series
         A Preferred  pursuant to  Subsection  E.3,  such notice shall be deemed
         automatically  amended  to  apply  only  to such  shares  of  Series  A
         Preferred as may be converted  by such holder in  accordance  with this
         Subsection E.5. A holder of Series A Preferred will promptly notify the
         Corporation in writing following receipt of a notice if this Subsection
         E.5.  would  restrict its  conversion  of shares of Series A Preferred,
         specifying therein the shares of Series A Preferred so restricted.

         F. ADJUSTMENT OF CONVERSION  PRICE.  The Conversion  Price from time to
time in effect shall be subject to adjustment from time to time as follows:

                  1.  STOCK  SPLITS,  DIVIDENDS  AND  COMBINATIONS.  In case the
Corporation  shall at any time subdivide the outstanding  shares of Common Stock
or shall  issue a  dividend  in Common  Stock on its  outstanding  Common  Stock
without a corresponding  adjustment with respect to the Series A Preferred,  the
Conversion Price in effect immediately prior to such subdivision or the issuance
of such dividend shall be proportionately decreased, and in case the Corporation
shall at any time combine the  outstanding  shares of Common Stock into a lesser
number of shares of Common Stock without a corresponding adjustment with respect
to the Series A Preferred,  the Conversion Price in effect  immediately prior to
such  combination  shall be  proportionately  increased,  concurrently  with the
effectiveness of such subdivision, dividend or combination, as the case may be.

                  2.  NONCASH   DIVIDENDS,   STOCK  PURCHASE   RIGHTS,   CAPITAL
REORGANIZATIONS AND DISSOLUTIONS. In case:

                           (i)  the  Corporation  shall  take  a  record  of the
         holders  of its  Common  Stock for the  purpose  of  entitling  them to
         receive a dividend or any other distribution,  other than distributions
         payable in cash, or subdivisions  or combinations of the  Corporation's
         outstanding shares of Common Stock; or

                           (ii)  the  Corporation  shall  take a  record  of the
         holders  of its  Common  Stock for the  purpose  of  entitling  them to
         subscribe  for or  purchase  any  shares  of stock  of any  class or to
         receive any other rights; or

                           (iii)   of   any   capital   reorganization   of  the
         Corporation,  reclassification  of the capital stock of the Corporation
         (other than a subdivision or combination of its  outstanding  shares of
         Common Stock),  consolidation or merger of the Corporation with or into
         another  corporation  or other entity,  or of the  conveyance of all or
         substantially   all  of  the  assets  of  the  Corporation  to  another
         corporation or other entity;


                                       8


then,  and in any such case,  the  Corporation  shall  cause to be mailed to the
holders of record of the outstanding Series A Preferred,  at least ten (10) days
prior to the date hereinafter  specified, a notice stating the date on which (i)
a record is to be taken for the purpose of such dividend, distribution or rights
or  (ii)   such   reclassification,   reorganization,   consolidation,   merger,
conveyance,  dissolution,  liquidation  or  winding  up is to take place and the
date, if any is to be fixed, as of which holders of Common Stock of record shall
be entitled to exchange  their  shares of Common Stock for  securities  or other
property deliverable upon such reclassification,  reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.

         G.  PROTECTIVE  PROVISIONS.  So long as at least  1,750,000  shares  of
Series A Preferred  are  outstanding  (subject to  adjustment  for stock splits,
combinations  and the like),  in  addition  to any other  approvals  required by
applicable law, the prior consent, approval or vote of the holders of a majority
of the  outstanding  Series A Preferred  shall be required  (in  addition to any
consent or approval  otherwise  required by law) for the Corporation to take any
of the following actions:

                  (1) liquidate, dissolve or wind-up the business and affairs of
         the Corporation,  effect any Liquidation  Event, or consent to or agree
         to any of the foregoing;

                  (2) amend,  alter or repeal any  provision of the  Certificate
         (whether  by  merger  or   otherwise)  so  as  to  affect  the  rights,
         preferences or privileges of the Series A Preferred;

                  (3) authorize, create, designate,  establish or issue (whether
         by merger or otherwise)  (i) an increased  number of shares of Series A
         Preferred,  or (ii) any other class or series of capital  stock ranking
         senior to or on parity with the Series A Preferred  as to  dividends or
         upon  liquidation  or reclassify any shares of Common Stock into shares
         having any  preference or priority as to dividends or upon  liquidation
         superior to or on parity with any such preference or priority of Series
         A Preferred;

                  (4) purchase or redeem, or pay or declare any dividend or make
         any distribution on, any securities  junior in priority to the Series A
         Preferred; or

                  (5) make any change in the size of the Board of  Directors  of
         the  Corporation,  except as may be necessary to comply with applicable
         law or regulation.


         H. AMENDMENT; WAIVER. Any term of the Series A Preferred may be amended
or waived  upon the  written  consent of the  Corporation  and the holders of at
least a majority of the Series A Preferred then outstanding,  voting together as
a single class; provided,  however that the number of Conversion Shares issuable
hereunder and the Conversion Price may not be amended,  and the right to convert
the Series A Preferred may not be altered or waived, without the written consent
of the holders of all of the Series A Preferred then outstanding.

         I. ACTION BY HOLDERS. Any action or consent to be taken or given by the
holders  of the  Series A  Preferred  may be given  either at a  meeting  of the
holders of the Series A Preferred called and held for such purpose or by written
consent.



                                       9


     IN WITNESS WHEREOF, Strong Technical Inc. has caused this Certificate to be
signed by ____________, its ______________, this 30th day of January, 2006.

                                                   STRONG TECHNICAL INC.



                                                   By:__________________________
                                                      Name:
                                                      Title:

EX-10.1

EXHIBIT 10.1

               LOAN AGREEMENTS BETWEEN AGRICULTURAL BANK OF CHINA,
             XUCHANG BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD.

             The Agricultural Bank of China provided eight (8) loans in the
aggregate amount of RMB 28,700,000.00 to Henan Zhongpin Food Share Co., Ltd.
(the "Borrower") to be used by the Borrower as its working capital, with
interest rates ranging from 3% to 8.7048% per annum and a term of one year from
the date of the agreements. The loan agreements were entered into between
November 9, 2004 and September 30, 2005, and all the loans that have matured
under the original terms have been extended.

EX-10.2

EXHIBIT 10.2

       LOAN AGREEMENT DATED MARCH 31, 2005 BETWEEN CITIC INDUSTRIAL BANK,
             ZHENGHOU BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD.

             The CITIC Industrial Bank provided a loan in the amount of RMB
20,000,000.00 to Henan Zhongpin Food Share Co., Ltd. to be used by the borrower
as its working capital, with an interest rate of 5.859% per annum and a term of
one year from the date of the agreement.

EX-10.3

EXHIBIT 10.3

                     LOAN AGREEMENTS BETWEEN SHANGHAI PUDONG
    DEVELOPMENT BANK, ZHENGHOU BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD.

             The Shanghai Pudong Development Bank provided four (4) short-term
loan in the aggregate amount of RMB 20,000,000.00 to Henan Zhongpin Food Share
Co., Ltd. (the "Borrower") to be used by the Borrower as its working capital,
all with an interest rate of 0.465% per month and a term of six months from the
date of the agreement. The loan agreements were entered into between April 26,
2005 and June 7, 2005, and all the loans have been extended in their term.

EX-10.4

EXHIBIT 10.4

                LOAN AGREEMENTS BETWEEN CHINA CONSTRUCTION BANK,
             XUCHANG BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD.

             The China Construction Bank provided two (2) loan in the aggregate
amount of RMB 10,000,000.00 to Henan Zhongpin Food Share Co., Ltd. to be used by
the borrower as its working capital, both with an interest rate of 6.417% per
annum and a term of one year from the date of the agreement. The loan agreements
were entered into on January 21, 2005 and January 24, 2005, and both loans have
been extended in their term.

EX-10.5

EXHIBIT 10.5

             TRANSFER LOAN AGREEMENT DATED MAY 31, 2005 BETWEEN BANK
   OF COMMUNICATIONS, ZHENGZHOU BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD.

             The Bank of Communications provided a government transfer loan of
the Canadian Government in the amount of US $2,504,969.00 to Henan Zhongpin Food
Share Co., Ltd. to be used to expand its project of planting and refrigeration
of specialty vegetables, with an interest rate of 6.02% per annum for 58% of the
loan amount, the balance of the loan interest-free, and a term of 40 year from
the date of the agreement.

EX-10.6

EXHIBIT 10.6

             EQUIPMENT PURCHASE AGREEMENT DATED JULY 18, 2001BETWEEN
    HENAN INTERNATIONAL ECONOMIC TRADING CORPORATION (BUYER), HENAN ZHONGPIN
     FOOD SHARE CO., LTD. (END USER) AND BERG CHILLING SYSTEMS INC.(SELLER)

             Henan Zhongpin Food Share Co., Ltd. purchases from Berg Chilling
Systems Inc. the equipment, technical documentation, technical service and
technical training through Henan International Economic Trading Corporation,
which is an international trade company. The Henan International assists the
Henan Zhongpin in obtaining a Canadian Concessional Financing which is referred
to in the Transfer Loan Agreement in Exhibit 10.16. The total contract price of
this Agreement is US $2,504,969.00.

EX-10.7

EXHIBIT 10.7

      ADVISORY AGREEMENTS DATED APRIL 07, 2005 AND APRIL 26, 2005 BETWEEN
                   GREEN STONE INVESTMENT & CONSULTANTS LTD.
                    AND HENAN ZHONGPIN FOOD SHARE CO., LTD.

             Green Stone Investment & Consultants Ltd. ("Green Stone"), a
company based in Beijing, China, with Yousu LIN, Qian WANG and Yunchun WANG as
its principals, is to render financial and management consulting services to
Henan Zhongpin Food Share Co., Ltd. (the "Company"). Such services include
strategic planning, organizational restructuring, assistance in the preparation
of business plans, new business development, improvements on corporate
governance, preparation for financial audits and recruitment of suitable
independent board members on behalf of the Company as well as assisting the
Company in new business development.

         For such services to be rendered, Green Stone Investment & Consultants
Co., Ltd. and its three principals, Yousu LIN, Qian WANG and Yunchun WANG
collectively will receive (1) $100,000.00, (2) 1,500 shares of Falcon Link
Investment Ltd., and (3) a success fee of 1.5% based on new capital to be raised
by the Company due to the efforts of Green Stone will be paid upon the Company's
receipt of such capital.

EX-10.8

EXHIBIT 10.8

     AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
    DATED MAY 23, 2005 BETWEEN ZHU XIAN FU AND HENAN ZHONGPIN FOOD CO., LTD.

             Zhu Xianfu transfers to Henan Zhongpin Food Co., Ltd. 9,692,451
shares of the common stock of Henan Zhongpin Food Share Co., Ltd. ("the
Operating Company"), par value RMB 1.00, representing approximately 64.44% of
the Operating Company's issued and outstanding shares. Upon completion of the
stock transfer, Zhu Xianfu shall still hold 1,076,939 shares of the Operating
Company's common stock, representing approximately 7.16% of the Operating
Company's issued and outstanding shares.

EX-10.9

EXHIBIT 10.9

     AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
     DATED MAY 23, 2005 BETWEEN BEN BAO KE AND HENAN ZHONGPIN FOOD CO., LTD.

             Ben Baoke transfers to Henan Zhongpin Food Co., Ltd. 1,007,937
shares of the common stock of Henan Zhongpin Food Share Co., Ltd. ("the
Operating Company"), par value RMB 1.00, representing approximately 6.7% of the
Operating Company's issued and outstanding shares. Upon completion of the stock
transfer, Ben Baoke shall still hold 111,994 shares of the Operating Company's
common stock, representing approximately 0.74% of the Operating Company's issued
and outstanding shares.

EX-10.10

EXHIBIT 10.10

     AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
    DATED MAY 23, 2005 BETWEEN SI SHUI CHI AND HENAN ZHONGPIN FOOD CO., LTD.

             Si Shui Chi transfers to Henan Zhongpin Food Co., Ltd. 714,227
shares of the common stock of Henan Zhongpin Food Share Co., Ltd. (the
"Operating Company"), par value RMB 1.00, representing approximately 4.75% of
the Operating Company's issued and outstanding shares. Upon completion of the
stock transfer, Si Shui Chi shall still hold 79,358 shares of the Operating
Company's common stock, representing approximately 0.53% of the Operating
Company's issued and outstanding shares.

EX-10.11

EXHIBIT 10.11

     AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
    DATED MAY 23, 2005 BETWEEN WANG QING HE AND HENAN ZHONGPIN FOOD CO., LTD.

             Wang Qinghe transfers to Henan Zhongpin Food Co., Ltd. 736,357
shares of the common stock of Henan Zhongpin Food Share Co., Ltd. (the
"Operating Company"), par value RMB 1.00, representing approximately 4.9% of the
Operating Company's issued and outstanding shares. Upon completion of the stock
transfer, Wang Qinghe shall still hold 81,817 shares of the Operating Company's
common stock, representing approximately 0.54% of the Operating Company's issued
and outstanding shares.

EX-10.12

EXHIBIT 10.12

     AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
   DATED MAY 23, 2005 BETWEEN LIU ZHAO YANG AND HENAN ZHONGPIN FOOD CO., LTD.

             Liu Chaoyang transfers to Henan Zhongpin Food Co., Ltd. 746,478
shares of the common stock of Henan Zhongpin Food Share Co., Ltd. (the
"Operating Company"), par value RMB 1.00, representing approximately 4.9% of the
Operating Company's issued and outstanding shares. Upon completion of the stock
transfer, Liu Chaoyang shall still hold 82,942 shares of the Operating Company's
common stock, representing approximately 0.55% of the Operating Company's issued
and outstanding shares.

EX-10.13

EXHIBIT 10.13

     AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
   DATED MAY 23, 2005 BETWEEN WANG JUAN JUAN AND HENAN ZHONGPIN FOOD CO., LTD.

             Wang Juanjuan transfers to Henan Zhongpin Food Co., Ltd. 638,550
shares of the common stock of Henan Zhongpin Food Share Co., Ltd. (the
"Operating Company"), par value RMB 1.00, representing approximately 4.25% of
the Operating Company's issued and outstanding shares. Upon completion of the
stock transfer, Wang Juanjuan shall still hold 70,950 shares of the Operating
Company's common stock, representing approximately 0.47% of the Operating
Company's issued and outstanding shares.

EX-10.14

EXHIBIT 10.14

    AGREEMENT ON TRUST OF SHARE EQUITY OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
        DATED MAY 23, 2005 BETWEEN ZHU XIAN FU, BEN BAO KE, SI SHUI CHI,
           WANG QING HE, LIU ZHAO YANG AND WANG JUAN JUAN ("TRUSTORS")
                  AND HENAN ZHONGPIN FOOD CO., LTD. ("TRUSTEE")

             Zhu Xian Fu, Ben Bao Ke, Si Shui Chi, Wang Qing He, Liu Zhao Yang,
and Wang Juan Juan ("Trustors"), who jointly hold 10% equity interest of the
Henan Zhongpin Food Share Co., Ltd. (the "Operating Company"), agree to transfer
their 10% equity interest to Henan Zhongpin Food Co., Ltd.("Trustee") in trust.
Upon completion of the transfer, the Trustee shall control all the corporate
rights and interests in the Operating Company.

EX-10.15

EXHIBIT 10.15

    AGREEMENT ON TRANSFER OF EQUITY INTEREST OF HENAN ZHONGPIN FOOD CO., LTD.
       DATED AUGUST 16, 2005 BETWEEN ZHU XIAN FU, BEN BAO KE, SI SHUI CHI,
                 WANG QING HE, LIU ZHAO YANG, AND WANG JUAN JUAN
         ("TRANSFERORS") AND FALCON LINK INVESTMENT LTD. ("TRANSFEREE")

             Zhu Xian Fu, Ben Bao Ke, Si Shui Chi, Wang Qing He, Liu Zhao Yang,
and Wang Juan Juan ("Transferors") agree to transfer 100% equity interest of
Henan Zhongpin Food Co., Ltd. to Falcon Link Investment Limited (the
"Transferee"), a British Virgin Islands company. In consideration for the
transfer, the Transferee shall pay to the Transferors a total purchase price of
RMB 20,940,000.00. Upon completion of said transfer, the Transferors shall hold
no equity interest in Henan Zhongpin Food Co., Ltd., and the Tranferee shall
hold 100% of the shares of Henan Zhongpin Food Co., Ltd. As a result, Henan
Zhongpin Food Co., Ltd. shall be re-registered as a wholly foreign-owned
enterprise according to laws of the People's Republic of China.

EX-10.16

                                                                  EXECUTION COPY



                               SECURITIES PURCHASE

                                    AGREEMENT




                          DATED AS OF JANUARY 30, 2006




                                      AMONG




                              STRONG TECHNICAL INC.


                         FALCON LINK INVESTMENT LIMITED



                                       AND



                       THE PURCHASERS LISTED ON EXHIBIT A






                                TABLE OF CONTENTS


                                                                                                              PAGE
                                                                                                              ----
                                                                                                        
ARTICLE I        Purchase and Sale of Preferred Stock and Warrants.............................................1
         Section 1.1    Purchase and Sale of Preferred Stock and Warrants......................................1
         Section 1.2    The Closing............................................................................1
         Section 1.3    Conversion Shares and Warrant Shares...................................................2

ARTICLE II       Representations and Warranties................................................................2
         Section 2.1    Representations and Warranties Relating to the Company.................................2
         Section 2.2    Representations and Warranties Relating to Falcon.....................................13
         Section 2.3    Representations and Warranties of the Purchasers......................................20

ARTICLE III      Covenants....................................................................................22
         Section 3.1    Consummation of the Exchange..........................................................22
         Section 3.2    Disclosure of Transactions and Other Material Information.............................22
         Section 3.3    Registration under Exchange Act.......................................................23
         Section 3.4    Inspection Rights.....................................................................23
         Section 3.5    Compliance with Laws..................................................................23
         Section 3.6    Keeping of Records and Books of Account...............................................24
         Section 3.7    Other Agreements......................................................................24
         Section 3.8    Reservation of Shares.................................................................24
         Section 3.9    Non-public Information................................................................24
         Section 3.10   Nasdaq or Exchange Listing............................................................24
         Section 3.11   Subsequent Registrations..............................................................24
         Section 3.12   Make Good Escrow Shares...............................................................24
         Section 3.13   New York City Agency..................................................................24

ARTICLE IV       Conditions...................................................................................25
         Section 4.1    Conditions Precedent to the Obligation of the Company to
                        Close and to Sell the Shares and Warrants.............................................25
         Section 4.2    Conditions Precedent to the Obligation of the Purchasers to
                        Close and to Purchase the Shares and Warrants.........................................25

ARTICLE V        Certificate Legend...........................................................................28
         Section 5.1    Legend................................................................................28

ARTICLE VI       Termination..................................................................................29
         Section 6.1    Termination of Obligations to Effect Closing..........................................29
         Section 6.2    Effect of Termination.................................................................30

ARTICLE VII      Indemnification..............................................................................30
         Section 7.1    General Indemnity.....................................................................30
         Section 7.2    Indemnification Procedure.............................................................30


                                       -i-


                                TABLE OF CONTENTS
                                   (continued)


                                                                                                              PAGE
                                                                                                              ----
                                                                                                        
ARTICLE VIII     Miscellaneous................................................................................31
         Section 8.1    Fees and Expenses.....................................................................31
         Section 8.2    Specific Enforcement; Consent to Jurisdiction.........................................32
         Section 8.3    Entire Agreement; Amendment...........................................................32
         Section 8.4    Notices...............................................................................33
         Section 8.5    Waivers...............................................................................34
         Section 8.6    Headings..............................................................................34
         Section 8.7    Successors and Assigns................................................................34
         Section 8.8    No Third Party Beneficiaries..........................................................34
         Section 8.9    Governing Law.........................................................................34
         Section 8.10   Survival..............................................................................34
         Section 8.11   Counterparts..........................................................................35
         Section 8.12   Publicity.............................................................................35
         Section 8.13   Severability..........................................................................35
         Section 8.14   Further Assurances....................................................................35
         Section 8.15   Independent Nature of Purchaser's Obligations and Rights..............................35
         Section 8.16   Consent to Jurisdiction and Service of Process........................................36
         Section 8.17   Notification Under Certification of Designation.......................................37


                                      -ii-


                          SECURITIES PURCHASE AGREEMENT


         This  SECURITIES  PURCHASE  AGREEMENT this  ("AGREEMENT"),  dated as of
January 30, 2006,  by and among Strong  Technical  Inc., a Delaware  corporation
(the "COMPANY"),  Falcon Link Investment Limited, a corporation formed under the
laws of the  British  Virgin  Islands  ("FALCON"),  and the  entities  listed on
EXHIBIT A hereto (each a "PURCHASER" and collectively,  the  "PURCHASERS"),  for
the  purchase and sale to the  Purchasers  of shares of the  Company's  Series A
Convertible  Preferred Stock, par value $.001 per share (the "PREFERRED STOCK"),
and warrants to purchase shares of the Company's  common stock,  par value $.001
per share (the "COMMON STOCK").

         The parties hereto agree as follows:

                                    ARTICLE I

                PURCHASE AND SALE OF PREFERRED STOCK AND WARRANTS

         Section 1.1 PURCHASE AND SALE OF PREFERRED STOCK AND WARRANTS. Upon the
following  terms  and  conditions,  the  Company  shall  issue  and  sell to the
Purchasers,  and the Purchasers shall, severally and not jointly,  purchase from
the Company,  an aggregate of 6,900,000 shares of Preferred Stock (the "SHARES")
and warrants to purchase an aggregate of 121,954,050  shares of Common Stock, in
substantially the form attached hereto as EXHIBIT B (the "WARRANTS"). The Shares
and the Warrants  shall be sold as units  consisting  of two shares of Preferred
Stock and one Warrant at a price per unit of $8.00,  for an  aggregate  purchase
price of $27,600,000 (the "PURCHASE PRICE").  The Company and the Purchasers are
executing and delivering  this Agreement in accordance with and in reliance upon
the exemption from securities  registration afforded by Section 4(2) of the U.S.
Securities Act of 1933, as amended,  and the rules and  regulations  promulgated
thereunder (the  "SECURITIES  ACT"),  including  Regulation D ("REGULATION  D"),
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.  The Preferred  Stock shall have such powers,  preferences
and rights, and the qualifications,  limitations or restrictions thereof, as set
forth in the  Certificate of  Designation of Rights and  Preferences of Series A
Preferred   Stock   attached   hereto  as   EXHIBIT  D  (the   "CERTIFICATE   OF
DESIGNATIONS"), subject to the applicable terms and conditions of this Agreement
and the Registration Rights Agreement (as defined below).

         Section 1.2 THE  CLOSING.  The Company  agrees to issue and sell to the
Purchasers  and,  in   consideration   of  and  in  express  reliance  upon  the
representations,  warranties, covenants, terms and conditions of this Agreement,
the  Purchasers,  severally  but not  jointly,  agree to purchase  the number of
Shares and Warrants set forth opposite their  respective names on EXHIBIT A. The
closing of the  purchase  and sale of the Shares and  Warrants to be acquired by
the Purchasers from the Company under this Agreement (the "Closing")  shall take
place (i) at the  offices of Pryor  Cashman  Sherman & Flynn LLP  located at 410
Park Avenue, New York, New York 10022 at 10:00 a.m., New York time, on or before
January 30, 2006, PROVIDED, that all of the conditions set forth in Article IV



hereof and  applicable  to the Closing  shall have been  fulfilled  or waived in
accordance herewith,  or (ii) at such other time and place or on such other date
as the Purchasers and the Company may agree (the "CLOSING DATE").

         Section  1.3  CONVERSION  SHARES AND  WARRANT  SHARES.  The Company has
authorized and reserved and covenants to continue to reserve, free of preemptive
rights  and  other  similar  contractual  rights  of  stockholders,  out  of its
authorized  but unissued  Common  Stock or its Common Stock held in treasury,  a
number  of shares of Common  Stock  equal to the  aggregate  number of shares of
Common Stock  necessary to effect the  conversion of the Shares and the exercise
of the Warrants.  The Company shall,  from time to time, in accordance  with the
Delaware General  Corporation Law,  increase the authorized amount of its Common
Stock  if at any  time the  authorized  amount  of its  Common  Stock  remaining
unissued  shall not be sufficient to permit the  conversion of all Shares at the
time outstanding,  subject,  however, to stockholder  approval. If any shares of
Common Stock required to be reserved for issuance upon  conversion of the Shares
or exercise of the Warrants  hereunder require  registration with or approval of
any governmental  authority under any federal or state law before the shares may
be issued,  the Company will cause the shares to be so registered  and approved.
All shares of Common Stock  delivered upon  conversion of the Shares or exercise
of the Warrants  shall,  upon delivery,  be duly  authorized and validly issued,
fully  paid and  nonassessable,  free from all  taxes,  liens and  charges  with
respect  to the  issue  thereof.  Any  shares  of  Common  Stock  issuable  upon
conversion of the Shares (and such shares when issued) are herein referred to as
the  "CONVERSION  SHARES".  Any shares of Common Stock issuable upon exercise of
the  Warrants  (and such  shares  when  issued)  are herein  referred  to as the
"WARRANT  SHARES".  The Shares,  the  Conversion  Shares,  the  Warrants and the
Warrant   Shares  are   sometimes   collectively   referred  to  herein  as  the
"SECURITIES".

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         Section 2.1  REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. In
order to induce the  Purchasers to enter into this Agreement and to purchase the
Shares and the  Warrants,  the Company and Falcon  hereby  jointly and severally
make the following representations and warranties to the Purchasers:

                  (a)  ORGANIZATION,  GOOD STANDING AND POWER.  The Company is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of  Delaware  and has the  requisite  corporate  power to own,
lease and operate its properties and assets and to conduct its business as it is
now being  conducted.  The Company does not have any Subsidiaries (as defined in
Section  2.1(g)) or own securities of any kind in any other entity.  The Company
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 or
property  owned  by it  makes  such  qualification  necessary,  except  for  any
jurisdiction(s)  (alone  or in the  aggregate)  in which  the  failure  to be so
qualified  will not have a Material  Adverse  Effect.  For the  purposes of this
Agreement,  "MATERIAL  ADVERSE EFFECT" means any adverse effect on the business,
operations, assets, prospects or financial condition of the


                                        2


Company or, following  consummation of the Exchange (as defined in Section 3.1),
the Company  and its  Subsidiaries,  taken as a whole,  and which is material to
such entity or other  entities  controlling  or controlled by such entity or the
Company or which is likely to materially  hinder the performance by the Company,
Falcon  or any  Subsidiary  of its  obligations  hereunder  and  under the other
Transaction  Documents  (as defined in Section  2.1(b)  hereof) and the Exchange
Documents (as defined in Section 2.1(b) hereof).

                  (b) AUTHORIZATION;  ENFORCEMENT. The Company has the requisite
corporate  power and  authority  to enter into and perform this  Agreement,  the
Registration  Rights  Agreement,  the  Warrants,  and the other  agreements  and
documents  contemplated  hereby and  thereby  and  executed by the Company or to
which the Company is a party (collectively, the "TRANSACTION DOCUMENTS"), and to
issue and sell the Shares and the Warrants in accordance  with the terms hereof.
The Company has the  requisite  corporate  power and authority to enter into and
perform its obligations  under the Share Exchange  Agreement dated as of January
30,  2006  (the  "EXCHANGE  AGREEMENT")  between  the  Company,  Falcon  and the
stockholders  of Falcon  and the other  agreements  and  documents  contemplated
thereby  and  executed  by  the  Company  or  to  which  the  Company  is  party
(collectively,   the  "EXCHANGE   DOCUMENTS").   The  execution,   delivery  and
performance  of the  Transaction  Documents  and the  Exchange  Documents by the
Company and the  consummation  by the Company of the  transactions  contemplated
thereby have been duly and validly authorized by all necessary corporate action,
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required.  This Agreement and the Exchange Agreement has been
duly executed and delivered by the Company. The other Transaction  Documents and
Exchange  Documents will have been duly executed and delivered by the Company at
the  Closing.  Each of the  Transaction  Documents  and the  Exchange  Documents
constitutes,  or shall  constitute  when  executed  and  delivered,  a valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,    reorganization,    moratorium,   liquidation,    conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of,  creditor's  rights and remedies or by equitable  principles  or remedies of
general application.

                  (c)  CAPITALIZATION.  The  authorized  capital  stock  of  the
Company and the shares  thereof  issued and  outstanding as of January 30, 2006,
after giving effect to the shares of capital stock to be issued in the Exchange,
are set forth on SCHEDULE 2.1(c) hereto.  All of the  outstanding  shares of the
Company's  Common Stock and any other security of the Company have been duly and
validly authorized and, to the extent applicable, are validly issued, fully paid
and non-assessable.  Except as set forth on SCHEDULE 2.1(c) hereto, no shares of
Common  Stock or any other  security of the Company are  entitled to  preemptive
rights or registration  rights and there are no outstanding  options,  warrants,
scrip,  rights to subscribe to, call or commitments of any character  whatsoever
relating to, or securities  or rights  convertible  into,  any shares of capital
stock of the Company. Furthermore, except as set forth on SCHEDULE 2.1(c) hereto
or in any  Commission  Documents (as defined in Section 2.1(f) below) and except
for  the  Transaction  Documents  and  the  Exchange  Documents,  there  are  no
contracts, commitments,  understandings, or arrangements by which the Company is
or may  become  bound to issue  additional  shares of the  capital  stock of the
Company or  options,  securities  or rights  convertible  into shares of capital
stock of the Company. Except as provided on SCHEDULE 2.1(c) hereto and except as
disclosed in any Commission Documents, the Company is not a party to or bound by
any agreement or understanding  granting registration or anti-dilution rights to
any person with respect to any of its equity or debt  securities.  Except as set
forth on SCHEDULE 2.1(c) or in any Commission


                                        3


Documents,  the  Company  is not a party to,  and it has no  knowledge  of,  any
agreement or  understanding  restricting the voting or transfer of any shares of
the capital stock of the Company.  Except as set forth on SCHEDULE 2.1(c) hereto
or disclosed or in any Commission  Documents,  the offer and sale of all capital
stock,  convertible  securities,  rights,  warrants,  or options of the  Company
issued  prior to the  Closing  complied  with all  applicable  federal and state
securities  laws,  and to the best  knowledge of the Company,  no holder of such
securities  has a right of  rescission or has made or threatened to make a claim
for  rescission  or damages  with  respect  thereto  which could have a Material
Adverse  Effect.  The Company has furnished or made  available to the Purchasers
true and correct  copies of the Company's  Certificate  of  Incorporation  as in
effect on the date hereof (the  "CERTIFICATE"),  and the Company's  Bylaws as in
effect on the date hereof (the "BYLAWS").

                  (d) ISSUANCE OF SECURITIES.  The Shares and the Warrants to be
issued at the  Closing  have been duly  authorized  by all  necessary  corporate
action and,  when paid for or issued in accordance  with the terms  hereof,  the
Shares shall be validly issued and outstanding, fully paid and nonassessable and
free and clear of all liens,  encumbrances  and  rights of first  refusal of any
kind and the holders  shall be  entitled  to all rights  accorded to a holder of
Preferred Stock. The Shares have the relative rights,  powers and privileges set
forth in the Certificate of Designations.  When the Conversion Shares are issued
in accordance  with the terms of the Preferred  Stock,  such shares will be duly
authorized by all necessary corporate action and validly issued and outstanding,
fully  paid and  nonassessable,  free and clear of all liens,  encumbrances  and
rights of first  refusal of any kind and the  holders  shall be  entitled to all
rights accorded to a holder of Common Stock.  When the Warrant Shares are issued
and paid for in accordance  with the terms of the Warrants,  such shares will be
duly  authorized  by all  necessary  corporate  action  and  validly  issued and
outstanding,  fully  paid  and  nonassessable,  free  and  clear  of all  liens,
encumbrances  and rights of first  refusal of any kind and the holders  shall be
entitled to all rights accorded to a holder of Common Stock.

                  (e) NO CONFLICTS.  The execution,  delivery and performance of
the  Transaction  Documents  and the  Exchange  Documents by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
do not and will not (i) violate any  provision of the  Certificate  or Bylaws or
any Subsidiary's comparable charter documents, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration  or  cancellation  of,  any  agreement,  mortgage,  deed of  trust,
indenture,  note, bond,  license,  lease agreement,  instrument or obligation to
which the Company is a party or by which the Company's  properties or assets are
bound, (iii) create or impose a lien,  mortgage,  security  interest,  charge or
encumbrance  of any nature on any property or asset of the Company or any of its
Subsidiaries  under any agreement or any  commitment to which the Company or any
Subsidiary  is a party or by which the Company or any  Subsidiary is bound or by
which any of their  respective  properties  or assets  are bound (in each  case,
after  giving  effect to the  Exchange),  or (iv) result in a  violation  of any
federal,  state, local or foreign statute, rule, regulation,  order, judgment or
decree (including federal and state securities laws and regulations)  applicable
to the  Company  or any  Subsidiary  or by which  any  property  or asset of the
Company or any  Subsidiary  is bound or  affected  (in each case,  after  giving
effect to the Exchange), except, in the case of (i) above and in all cases other
than violations pursuant to clause (iv) (with respect to federal and


                                        4


state  securities  laws)  above,  for such  conflicts,  defaults,  terminations,
amendments,   acceleration,   cancellations   and   violations   as  would  not,
individually or in the aggregate,  have a Material Adverse Effect.  The business
of the Company is not being  conducted in violation of any laws,  ordinances  or
regulations of any governmental entity,  except for possible  violations,  which
singularly  or in the  aggregate,  do not and will not have a  Material  Adverse
Effect. The Company is not required under federal,  state, foreign or local law,
rule or regulation to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for it to
execute,  deliver or perform any of its obligations under the Exchange Documents
or the  Transaction  Documents  or issue  and sell the  Shares,  the  Conversion
Shares,  the Warrants or the Warrant Shares in accordance  with the terms hereof
or thereof  (other  than any  filings  which may be  required  to be made by the
Company with the Securities and Exchange  Commission (the "COMMISSION") or state
securities  administrators  subsequent  to  the  Closing,  or  any  registration
statement which may be filed pursuant hereto or thereto).

                  (f)  COMMISSION  DOCUMENTS;   COMMISSION  FILINGS;   FINANCIAL
STATEMENTS.  The Common Stock is not  currently  registered  pursuant to Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"),  but  the  Company  has  timely  filed  all  reports,  schedules,  forms,
statements  and other  documents  required to be filed by it with the Commission
pursuant to the reporting  requirements of the Exchange Act,  including material
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, including, but not
limited to,  current  reports on Form 8-K (and all of the  foregoing,  including
filings incorporated by reference therein,  filed prior to the date hereof being
referred to herein as the  "COMMISSION  DOCUMENTS").  At the time of its filing,
the Company's  Form 10-QSB for the fiscal  quarter ended  December 31, 2005 (the
"FORM 10-Q")  complied in all material  respects  with the  requirements  of the
Exchange  Act  and the  rules  and  regulations  of the  Commission  promulgated
thereunder  and  other  federal,  state and local  laws,  rules and  regulations
applicable  to such  documents,  and the Form 10-Q did not  contain  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. At the time of its
filing,  the Company's  Form 10-KSB for the fiscal year ended June 30, 2005 (the
"FORM 10-K")  complied in all material  respects  with the  requirements  of the
Exchange  Act  and the  rules  and  regulations  of the  Commission  promulgated
thereunder  and  other  federal,  state and local  laws,  rules and  regulations
applicable  to such  documents,  and the Form 10-K did not  contain  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which they were  made,  not  misleading.  As of their
respective  dates,  the  financial  statements  of the  Company  included in the
Commission  Documents  complied  as  to  form  in  all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the Commission or other  applicable  rules and regulations with respect thereto.
Such  financial  statements  have been  prepared in  accordance  with  generally
accepted accounting principles ("GAAP") applied on a consistent basis during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto,  or (ii) in the  case of  unaudited  interim
statements,  to the extent they may not include footnotes or may be condensed or
summary  statements),  and fairly present in all material respects the financial
position  of the Company as of the dates  thereof and the results of  operations
and cash flows for the periods  then ended  (subject,  in the case of  unaudited
statements, to normal year-end audit adjustments).

                                        5



                  (g)  SUBSIDIARIES.  SCHEDULE  2.1(g)  hereto  sets  forth each
Subsidiary  of the Company  after  giving  effect to the  Exchange,  showing the
jurisdiction of its  incorporation or organization and showing the percentage of
each  person's  ownership of the  outstanding  stock or other  interests of such
Subsidiary.  For the purposes of this Agreement,  "SUBSIDIARY"  shall mean, with
respect to any  corporation or other entity,  any corporation or other entity of
which at least a majority of the securities or other  ownership  interest having
ordinary voting power (absolutely or contingently) for the election of directors
or other persons  performing similar functions are at the time owned directly or
indirectly  by  such  corporation  or  other  entity  and/or  any of  its  other
Subsidiaries.  All of the  outstanding  shares  of  capital  stock of each  such
Subsidiary have been duly authorized and validly issued,  and are fully paid and
nonassessable.  There are no outstanding preemptive, conversion or other rights,
options,  warrants or  agreements  granted or issued by or binding upon any such
Subsidiary for the purchase or acquisition of any shares of capital stock of any
Subsidiary  or  any  other  securities  convertible  into,  exchangeable  for or
evidencing the rights to subscribe for any shares of such capital stock. Neither
the Company nor any such Subsidiary is subject to any obligation  (contingent or
otherwise)  to  repurchase  or  otherwise  acquire  or retire  any shares of the
capital stock of any such  Subsidiary  or any  convertible  securities,  rights,
warrants or options of the type  described in the preceding  sentence  except as
set forth on SCHEDULE  2.1(g)  hereto.  Except as set forth on  SCHEDULE  2.1(g)
hereto,  neither  the  Company  nor any  Subsidiary  is  party  to,  nor has any
knowledge of, any agreement  restricting the voting or transfer of any shares of
the capital stock of any Subsidiary.

                  (h) NO MATERIAL  ADVERSE  CHANGE.  Since December 31, 2005, no
event or condition has occurred which has had or could reasonably be expected to
have a Material Adverse Effect.

                  (i)  NO   UNDISCLOSED   LIABILITIES.   The   Company   has  no
liabilities,  obligations, claims or losses (whether liquidated or unliquidated,
secured or unsecured,  absolute,  accrued,  contingent or otherwise)  other than
those set forth on the  balance  sheet  included in the Form 10-Q or incurred in
the ordinary  course of the  Company's  business  since  December 31, 2005,  and
which,  individually  or in the  aggregate,  do not or would not have a Material
Adverse Effect on the Company.

                  (j) NO UNDISCLOSED EVENTS OR CIRCUMSTANCES. Since December 31,
2005, except as disclosed in the Commission Documents,  no event or circumstance
has occurred or exists with respect to the Company or its business,  properties,
prospects,  operations or financial condition, which, under applicable law, rule
or regulation,  requires  public  disclosure or  announcement by the Company but
which has not been so publicly announced or disclosed.

                  (k)  INDEBTEDNESS.  Except  as  disclosed  in  the  Commission
Documents,  as of the date hereof, there is no outstanding secured and unsecured
Indebtedness  of  the  Company,  or  Indebtedness  for  which  the  Company  has
commitments.  For the purposes of this Agreement,  "INDEBTEDNESS" shall mean (i)
any  liabilities  for  borrowed  money in excess of  $100,000  (other than trade
accounts  payable  incurred  in the  ordinary  course  of  business),  (ii)  all
guaranties,   endorsements  and  other  contingent  obligations  in  respect  of
Indebtedness  of others in excess of  $100,000,  whether  or not the same are or
should be reflected in the Company's balance sheet (or


                                        6


the notes thereto),  except guaranties by endorsement of negotiable  instruments
for deposit or  collection  or similar  transactions  in the ordinary  course of
business,  and  (iii)  the  present  value of any  lease  payments  in excess of
$100,000 due under leases  required to be capitalized  in accordance  with GAAP.
Except as disclosed in any Commission  Documents,  the Company is not in default
with respect to any Indebtedness.

                  (l) TITLE TO ASSETS. The Company has good and marketable title
to all of its  real  and  personal  property,  if any,  free  and  clear  of any
mortgages,  pledges, charges, liens, security interests or other encumbrances of
any nature whatsoever, except for those disclosed in any Commission Documents or
such that,  individually  or in the  aggregate,  do not have a Material  Adverse
Effect.

                  (m)  ACTIONS  PENDING.   There  is  no  action,  suit,  claim,
investigation,  arbitration,  alternate dispute  resolution  proceeding or other
proceeding  pending or, to the knowledge of the Company,  threatened against the
Company  which  questions  the  validity of this  Agreement  or any of the other
Transaction   Documents  or  any  of  the  Exchange  Documents  or  any  of  the
transactions  contemplated  hereby or thereby or any action taken or to be taken
pursuant  hereto or thereto.  There is no action,  suit,  claim,  investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the knowledge of the Company, threatened against or involving the Company
or any of its  properties or assets,  which  individually  or in the  aggregate,
would  have  a  Material  Adverse  Effect.  There  are  no  outstanding  orders,
judgments,   injunctions,   awards  or  decrees  of  any  court,  arbitrator  or
governmental or regulatory body against the Company or any officers or directors
of the  Company  in their  capacities  as such,  which,  individually  or in the
aggregate, would have a Material Adverse Effect.

                  (n) COMPLIANCE  WITH LAW. The business of the Company has been
and is presently  being  conducted in accordance  with all  applicable  federal,
state and local governmental laws, rules, regulations and ordinances,  except as
set forth in the  Commission  Documents  or such  that,  individually  or in the
aggregate, the noncompliance therewith would not have a Material Adverse Effect.
The  Company  has  all  franchises,   permits,  licenses,   consents  and  other
governmental  or  regulatory  authorizations  and  approvals  necessary  for the
conduct of its  business  as now being  conducted  by it unless  the  failure to
possess such franchises,  permits, licenses,  consents and other governmental or
regulatory authorizations and approvals, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

                  (o) TAXES.  The Company has accurately  prepared and filed all
federal, state and other tax returns required by law to be filed by it, has paid
or  made  provisions  for  the  payment  of all  taxes  shown  to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the financial  statements of the Company for all current taxes and other charges
to which the Company is subject  and which are not  currently  due and  payable.
None of the federal  income tax  returns of the Company has been  audited by the
Internal  Revenue  Service.  The  Company  has no  knowledge  of any  additional
assessments,  adjustments or contingent tax liability (whether federal or state)
of any nature whatsoever,  whether pending or threatened against the Company for
any period, nor of any basis for any such assessment, adjustment or contingency.

                                        7


                  (p) CERTAIN  FEES.  The Company has not employed any broker or
finder or incurred any liability  for any brokerage or investment  banking fees,
commissions, finders' structuring fees, financial advisory fees or other similar
fees in connection with the Transaction Documents.

                  (q)  DISCLOSURE.  To  the  best  of the  Company's  knowledge,
neither this  Agreement nor any other  documents,  certificates  or  instruments
furnished to the  Purchasers by or on behalf of the Company in  connection  with
the transactions contemplated by this Agreement contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements made herein or therein, in the light of the circumstances under which
they were made herein or therein, not misleading.

                  (r) INTELLECTUAL PROPERTY. SCHEDULE 2.1(r) contains a complete
and  correct  list of all  patents,  trademarks,  domain  names  (whether or not
registered) and any patentable  improvements or  copyrightable  derivative works
thereof,  websites and intellectual  property rights relating  thereto,  service
marks, trade names, copyrights, licenses and authorizations, and all rights with
respect to the foregoing  held by the Company  (collectively,  the  "PROPRIETARY
RIGHTS").  The Company owns or possesses  all the  Proprietary  Rights which are
necessary for the conduct of its business as now conducted  without any conflict
with the rights of others. As of the date of this Agreement, the Company has not
received  any written  notice  that any  Proprietary  Rights have been  declared
unenforceable  or otherwise  invalid by any court or  governmental  agency,  and
there is, to the knowledge of the Company,  no material  existing  infringement,
misuse or misappropriation of any Proprietary Rights by others that could have a
Material  Adverse  Effect.  The Company  has not  received  any  written  notice
alleging  that the  operation  of the  business of the Company  infringes in any
material respect upon the intellectual property rights of others.

                  (s)  ENVIRONMENTAL  COMPLIANCE.  Except  as  disclosed  in the
Commission   Documents,   the  Company  has  obtained  all  material  approvals,
authorization,  certificates,  consents,  licenses,  orders and permits or other
similar  authorizations  of all  governmental  authorities,  or from  any  other
person, that are required under any U.S.  Environmental Laws. The Company has no
permits,  licenses and other authorizations issued under any U.S.  Environmental
Laws.  "U.S.  ENVIRONMENTAL  LAWS"  shall  mean all U.S.  Federal  or state laws
applicable  to the  Company  relating  to  the  protection  of  the  environment
including,   without  limitation,  all  requirements  pertaining  to  reporting,
licensing,  permitting,  controlling,  investigating  or remediating  emissions,
discharges,  releases or threatened releases of hazardous  substances,  chemical
substances,  pollutants,  contaminants or toxic substances, materials or wastes,
whether  solid,  liquid or  gaseous  in  nature,  into the air,  surface  water,
groundwater or land, or relating to the manufacture,  processing,  distribution,
use,  treatment,   storage,   disposal,   transport  or  handling  of  hazardous
substances, chemical substances,  pollutants,  contaminants or toxic substances,
material or wastes,  whether solid, liquid or gaseous in nature. The Company has
all necessary  governmental approvals required under all U.S. Environmental Laws
and used in its business, except for such instances as would not individually or
in the  aggregate  have a  Material  Adverse  Effect.  The  Company  is  also in
compliance  with all other  limitations,  restrictions,  conditions,  standards,
requirements,   schedules   and   timetables   required  or  imposed  under  all
Environmental


                                        8


Laws where non-compliance could have a Material Adverse Effect.  Except for such
instances as would not  individually or in the aggregate have a Material Adverse
Effect or as disclosed in the Commission Documents, there are no past or present
events, conditions,  circumstances,  incidents, actions or omissions relating to
or  in  any  way   affecting  the  Company  that  violate  or  may  violate  any
Environmental  Law after the Closing or that may give rise to any  Environmental
Liabilities,  or otherwise form the basis of any claim,  action,  demand,  suit,
proceeding,  hearing,  study or investigation  (i) under any U.S.  Environmental
Law, or (ii) based on or related to the manufacture,  processing,  distribution,
use,  treatment,  storage (including,  without  limitation,  underground storage
tanks), disposal, transport or handling, or the emission,  discharge, release or
threatened release of any hazardous substance. "ENVIRONMENTAL LIABILITIES" means
all liabilities of a person (whether such liabilities are owed by such person to
governmental authorities,  third parties or otherwise) currently in existence or
arising hereafter and which arise under or relate to any U.S. Environmental Law.

                  (t) BOOKS  AND  RECORDS;  INTERNAL  ACCOUNTING  CONTROLS.  The
books,  records and documents of the Company  accurately reflect in all material
respects the information  relating to the business of the Company,  the location
and collection of their assets,  and the nature of all transactions  giving rise
to the obligations or accounts receivable of the Company.  The Company maintains
a system of internal  accounting  controls  sufficient,  in the  judgment of the
Company's  board  of  directors,   to  provide  reasonable  assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate actions are taken with respect to any differences.

                  (u) MATERIAL AGREEMENTS. Except for the Transaction Documents,
the Exchange  Documents or as disclosed in the  Commission  Documents,  or those
that are included as exhibits to the Commission Documents,  the Company is not a
party  to any  written  or oral  contract,  instrument,  agreement,  commitment,
obligation,  plan or arrangement,  a copy of which would be required to be filed
with the  Commission  if the  Company  were  registering  securities  under  the
Securities Act (collectively, "MATERIAL AGREEMENTS"). Except as set forth in the
Commission Documents, the Company has in all material respects performed all the
obligations  required to be performed by the Company to date under the foregoing
agreements,  has received no notice of default and, to the best of the Company's
knowledge,  is not in default under any Material  Agreement  now in effect,  the
result of which  could  cause a  Material  Adverse  Effect.  No  written or oral
contract, instrument,  agreement (other than the Certificate of Designation with
respect  to  the  Preferred  Stock,  this  Agreement  or any  other  Transaction
Document(s)), commitment, obligation (other than any obligation imposed by state
law),  plan or  arrangement  of the Company limits or shall limit the payment of
dividends on its Common Stock.

                  (v) TRANSACTIONS WITH AFFILIATES.  There are no loans, leases,
agreements,  contracts, royalty agreements, management contracts or arrangements
or other continuing transactions between (i) the Company or any of its customers
or  suppliers,  on the one  hand,  and  (ii) on the  other  hand,  any  officer,
employee,  consultant  or  director  of the  Company,  or any


                                       9


person  owning any capital  stock of the Company or any member of the  immediate
family of such officer,  employee,  consultant,  director or  stockholder or any
corporation or other entity  controlled by such officer,  employee,  consultant,
director or stockholder.

                  (w)  SECURITIES  ACT  OF  1933.   Assuming  the  accuracy  and
completeness of the representations,  warranties and covenants of the Purchasers
contained  herein,  the Company has complied and will comply with all applicable
federal and state  securities  laws in connection  with the offer,  issuance and
sale of the Shares,  the Conversion  Shares, the Warrants and the Warrant Shares
hereunder,  and no  registration  under the  Securities  Act is required for the
offer and sale of the  Securities  by the Company to the  Purchasers  under this
Agreement.  Neither  the Company  nor anyone  acting on its behalf,  directly or
indirectly,  has or will sell, offer to sell or solicit offers to buy any of the
Securities,  or similar  securities to, or solicit  offers with respect  thereto
from,  or enter into any  preliminary  conversations  or  negotiations  relating
thereto with, any person,  or has taken or will take any action so as to require
registration  of the  issuance  and  sale  of any of the  Securities  under  the
registration  provisions of the Securities Act and applicable  state  securities
laws.  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 any of the  Securities.  The  Company  is
eligible to register the resale of its Common Stock for resale by the Purchasers
under Form S-1  promulgated  under the  Securities  Act.  Except as set forth on
SCHEDULE  2.1(w)  hereto,  the Company has not granted or agreed to grant to any
person  any  rights  (including  "piggy-back"  registration  rights) to have any
securities  of  the  Company   registered  with  the  Commission  or  any  other
governmental authority that have not been satisfied.

                  (x)  GOVERNMENTAL  APPROVALS.  Except  for the  filing  of any
notice prior or subsequent to the Closing that may be required under  applicable
state and/or  federal  securities  laws (which if required,  shall be filed on a
timely basis),  no  authorization,  consent,  approval,  license,  exemption of,
filing or registration  with any court or governmental  department,  commission,
board,  bureau,  agency or  instrumentality,  domestic or foreign, is or will be
necessary  for,  or in  connection  with,  the  execution  or  delivery  of this
Agreement and the other  Transaction  Documents or the Exchange  Documents,  the
issuance  of the  Shares  and the  Warrants,  or,  except  as set  forth in this
Agreement or any other Transaction Document,  for the performance by the Company
of its obligations under the Transaction Documents or the Exchange Documents.

                  (y) EMPLOYEES. The Company has no employees.

                  (z)  ABSENCE OF CERTAIN  DEVELOPMENTS.  Except as set forth in
the  Commission  Documents,  since  December 31, 2005,  the Company has not:

                       (i) issued any stock, bonds or other corporate securities
          or any rights, options or warrants with respect thereto;

                       (ii) borrowed any amount or incurred or become subject to
          any liabilities  (absolute or contingent)  except current  liabilities
          incurred in the ordinary  course of business  which are  comparable in
          nature and amount to the current liabilities  incurred in the ordinary
          course of business  during the comparable  portion of its prior fiscal
          year,  as adjusted  to reflect  the  current  nature and volume of the
          Company's business;

                                       10



                       (iii)  discharged  or  satisfied  any  material  lien  or
          encumbrance  or paid a material  amount of any obligation or liability
          (absolute or contingent),  other than current  liabilities paid in the
          ordinary course of business;

                       (iv) declared or made any payment or distribution of cash
          or other  property  to  stockholders  with  respect to its  stock,  or
          purchased  or  redeemed,  or made any  agreements  so to  purchase  or
          redeem, any shares of its capital stock;

                       (v) sold,  assigned  or  transferred  any other  tangible
          assets, or canceled any debts or claims, except in the ordinary course
          of business;

                       (vi) sold,  assigned or  transferred  any patent  rights,
          trademarks, trade names, copyrights, trade secrets or other intangible
          assets or  intellectual  property  rights,  which sale,  assignment or
          transfer  has  had  a  Material  Adverse  Effect,   or  disclosed  any
          proprietary  confidential  information  to any  person  except  in the
          ordinary   course  of   business  or  to  the   Purchasers   or  their
          representatives;

                       (vii)  suffered  any  substantial  losses or  waived  any
          rights of material  value,  whether or not in the  ordinary  course of
          business,  or suffered the loss of any material  amount of prospective
          business;

                       (viii) made any changes in employee  compensation  except
          in the ordinary course of business and consistent with past practices;


                       (ix) made capital  expenditures  or commitments  therefor
          that aggregate in excess of $25,000;

                       (x) entered into any other  transaction other than in the
          ordinary  course of  business,  or  entered  into any  other  material
          transaction, whether or not in the ordinary course of business;

                       (xi) made charitable  contributions  or pledges in excess
          of  $25,000;  (xii)  suffered  any  material  damage,  destruction  or
          casualty loss, whether or not covered by insurance;

                       (xiii)  experienced  any material  problems with labor or
          management  in  connection  with the  terms  and  conditions  of their
          employment; or

                       (xiv) entered into an agreement, written or otherwise, to
          take any of the foregoing actions.

                                       11



                  (aa) USE OF PROCEEDS. Except as set forth on SCHEDULE 2.1(AA),
the proceeds  from the sale of the Shares and the  Warrants  will be used by the
Company and its  Subsidiaries  for working  capital  purposes and, except as set
forth  on  SCHEDULE  2.1(AA),  shall  not  be  used  to  repay  any  outstanding
Indebtedness or any loans to any officer, director,  affiliate or insider of the
Company or any Subsidiary (after giving effect to the Exchange).

                  (bb) PUBLIC UTILITY HOLDING COMPANY ACT AND INVESTMENT COMPANY
ACT STATUS. The Company is not a "holding company" or a "public utility company"
as such terms are defined in the Public Utility  Holding Company Act of 1935, as
amended. The Company is not, and as a result of and immediately upon Closing and
after giving  effect to the Exchange will not be, an  "investment  company" or a
company  "controlled"  by an  "investment  company",  within the  meaning of the
Investment Company Act of 1940, as amended.

                  (cc)  ERISA.  No  liability  to the Pension  Benefit  Guaranty
Corporation  has been  incurred with respect to any Plan by the Company which is
or would cause a Material  Adverse  Effect.  The  execution and delivery of this
Agreement and the issue and sale of the Shares and the Warrants will not involve
any transaction  which is subject to the prohibitions of Section 406 of ERISA or
in connection with which a tax could be imposed  pursuant to Section 4975 of the
Internal  Revenue Code of 1986, as amended (the "Code");  provided  that, if any
Purchaser,  or any  person or  entity  that owns a  beneficial  interest  in any
Purchaser,  is an "employee pension benefit plan" (within the meaning of Section
3(2) of ERISA)  with  respect  to which  the  Company  is a "party in  interest"
(within the meaning of Section  3(14) of ERISA),  the  requirements  of Sections
407(d)(5) and 408(e) of ERISA,  if applicable,  are met. As used in this Section
2.1(cc),  the term "PLAN"  shall mean an  "employee  pension  benefit  plan" (as
defined in Section 3 of ERISA) which is or has been  established  or maintained,
or to  which  contributions  are  or  have  been  made,  by the  Company  or any
Subsidiary  or by any trade or  business,  whether or not  incorporated,  which,
together  with the  Company  or any  Subsidiary,  is under  common  control,  as
described in Section 414(b) or (c) of the Code.

                  (dd) PRESS RELEASES.  The press releases, if any, disseminated
by the Company  during the twelve months  preceding the date of this  Agreement,
taken as a whole, do not contain any untrue statement of a material fact or omit
to state a material fact required to be stated  therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made and when made, not misleading.

                  (ee) SOLVENCY. Based on the financial condition of the Company
as of the Closing Date (and  assuming that the Closing and the  consummation  of
the Exchange shall have occurred),  (i) the Company's fair saleable value of its
assets  exceeds  the amount that will be required to be paid on or in respect of
the Company's  existing debts and other liabilities  (including known contingent
liabilities)  as they  mature,  (ii)  the  Company's  assets  do not  constitute
unreasonably  small capital to carry on its business for the current fiscal year
as now conducted,  and as proposed to be conducted,  including its capital needs
taking  into  account  the  particular  capital  requirements  of  the  business
conducted  by the  Company,  and  projected  capital  requirements  and  capital
availability  thereof, and (iii) the current cash flow of the Company,  together
with the proceeds the Company  would  receive,  were it to liquidate  all of its
assets,  after taking into account all  anticipated  uses of the cash,  would be
sufficient to pay all amounts on or


                                       12


in respect of its debt when such  amounts are  required to be paid.  The Company
does not  intend to incur  debts  beyond  its  ability to pay such debts as they
mature  (taking  into account the timing and amounts of cash to be payable on or
in respect of its debt).

                  (ff) LISTING AND MAINTENANCE REQUIREMENTS. Except as specified
in the Commission Documents, the Company has not, in the two years preceding the
date  hereof,  received  notice from any  trading  market to the effect that the
Company  is not in  compliance  with the  listing  or  maintenance  requirements
thereof.  The Company  is, and has no reason to believe  that it will not in the
foreseeable   future  continue  to  be,  in  compliance  with  the  listing  and
maintenance  requirements  for  continued  listing  of the  Common  Stock on the
trading  market on which the Common  Stock is  currently  listed or quoted.  The
issuance and sale of the Securities under this Agreement does not contravene the
rules  and  regulations  of the  trading  market on which  the  Common  Stock is
currently listed or quoted.

                  (gg)  APPLICATION  OF  TAKEOVER  PROTECTIONS.  The Company has
taken all necessary action, if any, in order to render  inapplicable any control
share acquisition, business combination, poison pill (including any distribution
under a rights  agreement) or other similar  anti-takeover  provision  under the
Company's  Certificate of  Incorporation  (or similar charter  documents) or the
laws of its state of  incorporation  that is or could become  applicable  to the
Purchasers  as a result  of the  Purchasers  and the  Company  fulfilling  their
obligations or exercising their rights under this Agreement,  including, without
limitation,  the  Company's  issuance  of the  Securities  and  the  Purchasers'
ownership of the Securities.

                  (hh) NO ADDITIONAL  AGREEMENTS.  The Company does not have any
agreement or  understanding  with any Purchaser with respect to the transactions
contemplated by this Agreement other than as specified in this Agreement.

         Section 2.2 REPRESENTATIONS AND WARRANTIES RELATING TO FALCON. In order
to induce the Purchasers to enter into this Agreement and to purchase the Shares
and  Warrants,  the Company and Falcon  hereby  jointly and  severally  make the
following representations and warranties to the Purchasers:

                  (a)  ORGANIZATION,  GOOD  STANDING  AND  POWER.  Falcon  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the British Virgin Islands and has the requisite corporate power to own,
lease and operate its properties and assets and to conduct its business as it is
now being conducted.  Falcon and each of 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 or property owned by it makes such
qualification  necessary,  except  for  any  jurisdiction(s)  (alone  or in  the
aggregate)  in which the  failure  to be so  qualified  will not have a Material
Adverse Effect.

                  (b)  AUTHORIZATION;  ENFORCEMENT.  Falcon  has  the  requisite
corporate  power and authority to enter into and perform this  Agreement and the
Exchange  Agreement.  The execution,  delivery and performance of this Agreement
and the  Exchange  Agreement  by Falcon  and the  consummation  by Falcon of the
transactions  contemplated  thereby have been duly and validly authorized by all
necessary corporate action, and no further consent or authorization of Falcon or

                                       13


its Board of Directors or stockholders  is required.  Each of this Agreement and
the Exchange  Agreement has been duly executed and delivered by Falcon.  Each of
this  Agreement  and the  Exchange  Agreement  constitutes  a valid and  binding
obligation of Falcon  enforceable  against Falcon in accordance  with its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
reorganization,   moratorium,  liquidation,  conservatorship,   receivership  or
similar laws relating to, or affecting  generally the enforcement of, creditor's
rights  and  remedies  or  by  equitable   principles  or  remedies  of  general
application.

                  (c) NO CONFLICTS.  The execution,  delivery and performance of
this  Agreement  and the Exchange  Agreement by Falcon and the  consummation  by
Falcon of the  transactions  contemplated  hereby  and  thereby,  including  the
Exchange, do not and will not (i) violate any provision of the charter or bylaws
of Falcon or any Subsidiary's comparable charter documents,  (ii) conflict with,
or  constitute a default (or an event which with notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation  of, any agreement,  mortgage,  deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which Falcon or any of its  Subsidiaries is a party or by which Falcon or any
of its Subsidiaries'  respective properties or assets are bound, (iii) create or
impose a lien, mortgage,  security interest, charge or encumbrance of any nature
on any  property  or  asset  of  Falcon  or any of its  Subsidiaries  under  any
agreement  or any  commitment  to which Falcon or any of its  Subsidiaries  is a
party or by which Falcon or any of its  Subsidiaries is bound or by which any of
their  respective  properties or assets are bound, or (iv) result in a violation
of any  federal,  state,  local or foreign  statute,  rule,  regulation,  order,
judgment or decree (including federal and state securities laws and regulations)
applicable  to Falcon or any of its  Subsidiaries  or by which any  property  or
asset of Falcon or any of its Subsidiaries is bound or affected,  except, in all
cases other than violations pursuant to clause (iv) (with respect to federal and
state  securities  laws)  above,  for such  conflicts,  defaults,  terminations,
amendments,   acceleration,   cancellations   and   violations   as  would  not,
individually or in the aggregate,  have a Material Adverse Effect.  The business
of Falcon and its  Subsidiaries is not being conducted in violation of any laws,
ordinances  or  regulations  of any  governmental  entity,  except for  possible
violations  which,  singularly or in the  aggregate,  do not and will not have a
Material Adverse Effect.  Neither Falcon nor any of its Subsidiaries is required
under  federal,  state,  foreign or local law,  rule or regulation to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute, deliver, perform any of
its obligations under the this Agreement or the Exchange Agreement or consummate
the Exchange.

                  (d) FINANCIAL  STATEMENTS.  As of their respective  dates, the
financial  statements of Henan  Zhongpin Food Share Co., Ltd.  annexed hereto as
Exhibit G (the "FALCON FINANCIAL  STATEMENTS") comply as to form in all material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the Commission.  Such financial  statements have been prepared in
accordance with GAAP applied on a consistent  basis during the periods  involved
(except (i) as may be otherwise  indicated in such  financial  statements or the
notes  thereto,  or (ii) in the case of  unaudited  interim  statements,  to the
extent  they  may  not  include   footnotes  or  may  be  condensed  or  summary
statements),  and fairly present in all material respects the financial position
of Henan  Zhongpin  Food Share Co., Ltd. as of the dates thereof and the results
of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

                                       14



                  (e)  SUBSIDIARIES.  SCHEDULE  2.2(e)  hereto  sets  forth each
Subsidiary  of  Falcon,   showing  the  jurisdiction  of  its  incorporation  or
organization  and showing  the  percentage  of each  person's  ownership  of the
outstanding stock or other interests of such Subsidiary.  All of the outstanding
shares of capital stock of each Subsidiary have been duly authorized and validly
issued,  and  are  fully  paid  and  nonassessable.  There  are  no  outstanding
preemptive,  conversion or other rights, options, warrants or agreements granted
or issued by or binding upon any  Subsidiary  for the purchase or acquisition of
any  shares  of  capital  stock  of  any  Subsidiary  or  any  other  securities
convertible into, exchangeable for or evidencing the rights to subscribe for any
shares of such capital  stock.  Neither  Falcon nor any Subsidiary is subject to
any obligation  (contingent or otherwise) to repurchase or otherwise  acquire or
retire any shares of the  capital  stock of any  Subsidiary  or any  convertible
securities,  rights,  warrants or options of the type described in the preceding
sentence.  Neither  Falcon nor any Subsidiary is party to, nor has any knowledge
of,  any  agreement  restricting  the  voting or  transfer  of any shares of the
capital stock of any Subsidiary.

                  (f) NO MATERIAL  ADVERSE CHANGE.  Since September 30, 2005, no
event or condition has occurred  with respect to Falcon and/or its  Subsidiaries
which has had or could reasonably be expected to have a Material Adverse Effect,
except as disclosed on SCHEDULE 2.2(f) hereto.

                  (g)  NO  UNDISCLOSED  LIABILITIES.   Except  as  disclosed  on
SCHEDULE  2.2(g)  hereto,  neither  Falcon nor any of its  Subsidiaries  has any
liabilities,  obligations, claims or losses (whether liquidated or unliquidated,
secured or unsecured,  absolute,  accrued,  contingent or otherwise)  other than
those set forth on the balance  sheet as of September  30, 2005  included in the
Falcon  Financial  Statements or incurred in the ordinary  course of Falcon's or
its  Subsidiaries  respective  businesses  since  September 30, 2005, and which,
individually  or in the aggregate,  do not or would not have a Material  Adverse
Effect on Falcon or its Subsidiaries.

                  (h) INDEBTEDNESS.  SCHEDULE 2.1(k) hereto sets forth as of the
date hereof all outstanding secured and unsecured  Indebtedness of Falcon or any
Subsidiary  of  Falcon,  or for which  Falcon or any  Subsidiary  of Falcon  has
commitments,  which  Indebtedness  is  not  disclosed  in the  Falcon  Financial
Statements.  Neither  Falcon nor any  Subsidiary  of Falcon is in  default  with
respect to any Indebtedness.

                  (i) TITLE TO ASSETS.  Each of Falcon and its  Subsidiaries has
and,  after  giving  effect to the  Exchange  will  continue  to have,  good and
marketable title to all of its real and personal property, free and clear of any
mortgages,  pledges, charges, liens, security interests or other encumbrances of
any nature  whatsoever,  except for those indicated on SCHEDULE 2.2(i) hereto or
such that,  individually  or in the  aggregate,  do not have a Material  Adverse
Effect. All material leases of Falcon and each of its Subsidiaries are valid and
subsisting and in full force and effect.

                                       15



                  (j)  ACTIONS  PENDING.   There  is  no  action,  suit,  claim,
investigation,  arbitration,  alternate dispute  resolution  proceeding or other
proceeding pending or, to the knowledge of Falcon,  threatened against Falcon or
any of its Subsidiaries which questions the validity of this Agreement or any of
the other  Transaction  Documents,  any of the Exchange  Documents or any of the
transactions  contemplated  hereby or thereby or any action taken or to be taken
pursuant  hereto or thereto.  There is no action,  suit,  claim,  investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the  knowledge of Falcon,  threatened  against or involving  Falcon,  any
Subsidiary  of Falcon or any of their  respective  properties  or assets,  which
individually or in the aggregate,  would have a Material  Adverse Effect.  There
are no  outstanding  orders,  judgments,  injunctions,  awards or decrees of any
court,  arbitrator  or  governmental  or regulatory  body against  Falcon or any
Subsidiary of Falcon or any officers or directors of Falcon or any Subsidiary of
Falcon in their  capacities as such,  which  individually,  or in the aggregate,
would have a Material Adverse Effect.

                  (k)  COMPLIANCE  WITH LAW.  The  business  of  Falcon  and its
Subsidiaries  has been and is presently  being  conducted in accordance with all
applicable governmental laws, rules,  regulations and ordinances,  except as set
forth on SCHEDULE 2.2(k) hereto or such that,  individually or in the aggregate,
the noncompliance therewith would not have a Material Adverse Effect. Falcon and
each of its Subsidiaries have all franchises,  permits,  licenses,  consents and
other governmental or regulatory  authorizations and approvals necessary for the
conduct of its  business  as now being  conducted  by it unless  the  failure to
possess such franchises,  permits, licenses,  consents and other governmental or
regulatory authorizations and approvals, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

                  (l)  TAXES.  Except as set forth on  SCHEDULE  2.2(l)  hereto,
Falcon  and each of its  Subsidiaries  has  accurately  prepared  and  filed all
governmental  and other tax returns  required by law to be filed by it, has paid
or  made  provisions  for  the  payment  of all  taxes  shown  to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the financial  statements of Falcon and its  Subsidiaries  for all current taxes
and other charges to which Falcon or any Subsidiary is subject and which are not
currently  due  and  payable.   Falcon  has  no  knowledge  of  any   additional
assessments,  adjustments or contingent tax liability of any nature  whatsoever,
whether  pending or threatened  against Falcon or any Subsidiary for any period,
nor of any basis for any such assessment, adjustment or contingency.

                  (m)  CERTAIN  FEES.  Except  as set forth on  SCHEDULE  2.1(p)
hereto,  Falcon has not employed any broker or finder or incurred any  liability
for any brokerage or investment banking fees, commissions,  finders' structuring
fees,  financial  advisory  fees or other  similar fees in  connection  with the
Transaction Documents.

                  (n)  DISCLOSURE.  To the best of Falcon's  knowledge,  neither
this Agreement nor any Exchange  Document nor any other documents,  certificates
or  instruments  furnished  to the  Purchasers  by or on behalf of Falcon or any
Subsidiary in connection with the transactions contemplated by this Agreement or
the Exchange Agreement contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the  statements  made herein
or therein,  in the light of the circumstances under which they were made herein
or therein, not misleading.

                                       16



                  (o) INTELLECTUAL PROPERTY. SCHEDULE 2.1(r) contains a complete
and  correct  list of all  patents,  trademarks,  domain  names  (whether or not
registered) and any patentable  improvements or  copyrightable  derivative works
thereof,  websites and intellectual  property rights relating  thereto,  service
marks, trade names, copyrights, licenses and authorizations, and all rights with
respect  to  the   foregoing   held  by  Falcon  or  any  of  its   Subsidiaries
(collectively,  the  "FALCON  PROPRIETARY  RIGHTS").  Falcon  and  each  of  its
Subsidiaries  owns or possesses  and,  after giving  effect to the Exchange will
continue  to own or  possess,  all  the  Falcon  Proprietary  Rights  which  are
necessary for the conduct of its business as now conducted  without any conflict
with the rights of others. Except as disclosed on SCHEDULE 2.2(o) hereto, (i) as
of the date of this Agreement,  neither Falcon nor any of its  Subsidiaries  has
received  any  written  notice  that any  Falcon  Proprietary  Rights  have been
declared  unenforceable or otherwise invalid by any court or governmental agency
or will become  unenforceable or otherwise  invalid as a result of the Exchange,
and (ii) as of the date of this  Agreement,  there is, to the  knowledge  of the
Company,  no material existing  infringement,  misuse or misappropriation of any
Falcon  Proprietary  Rights by others that could have a Material Adverse Effect.
Neither  Falcon nor any of its  Subsidiaries  has  received  any written  notice
alleging that the operation of the business of Falcon or any of its Subsidiaries
infringes  in any  material  respect upon the  intellectual  property  rights of
others.

                  (p) ENVIRONMENTAL COMPLIANCE.  Except as disclosed on SCHEDULE
2.2(p) hereto,  Falcon and each of its  Subsidiaries  have obtained all material
approvals, authorization,  certificates,  consents, licenses, orders and permits
or other similar  authorizations  of all governmental  authorities,  or from any
other  person,  that are required  under any Falcon  Environmental  Laws for the
operation of their  respective  businesses  as currently  conducted  and for the
consummation  of the  Exchange.  SCHEDULE  2.2(p) hereto sets forth all material
permits, licenses and other authorizations issued under any Falcon Environmental
Laws to Falcon or its Subsidiaries.  "FALCON  ENVIRONMENTAL LAWS" shall mean all
governmental  laws applicable to Falcon or any of its  Subsidiaries  relating to
the  protection  of  the  environment   including,   without   limitation,   all
requirements  pertaining  to  reporting,  licensing,  permitting,   controlling,
investigating  or  remediating  emissions,  discharges,  releases or  threatened
releases of hazardous substances, chemical substances, pollutants,  contaminants
or toxic substances,  materials or wastes,  whether solid,  liquid or gaseous in
nature,  into the air,  surface  water,  groundwater or land, or relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of hazardous substances, chemical substances,  pollutants,
contaminants or toxic substances,  material or wastes,  whether solid, liquid or
gaseous in nature.  Except as set forth on SCHEDULE  2.2(p) hereto,  Falcon has,
and after giving  effect to the Exchange  will  continue to have,  all necessary
governmental  approvals required under all Falcon Environmental Laws and used in
its  business  or in the  business of any of its  Subsidiaries,  except for such
instances as would not  individually or in the aggregate have a Material Adverse
Effect.  Falcon and each of its  Subsidiaries  are also in  compliance  with all
other limitations,  restrictions, conditions, standards, requirements, schedules
and  timetables  required or imposed under all Falcon  Environmental  Laws where
non-compliance  could have a Material Adverse Effect.  Except for such instances
as would not  individually  or in the aggregate have a Material  Adverse Effect,
there  are no past or  present  events,  conditions,  circumstances,  incidents,
actions or omissions


                                       17


relating to or in any way affecting Falcon or its  Subsidiaries  that violate or
may violate any Falcon Environmental Law after the Closing or that may give rise
to any  Environmental  Liabilities,  or  otherwise  form the basis of any claim,
action, demand, suit, proceeding,  hearing, study or investigation (i) under any
Falcon  Environmental  Law,  or (ii)  based on or  related  to the  manufacture,
processing,   distribution,   use,  treatment,   storage   (including,   without
limitation,  underground storage tanks), disposal, transport or handling, or the
emission,  discharge,  release or threatened release of any hazardous substance.
"FALCON  ENVIRONMENTAL  LIABILITIES"  means all liabilities of a person (whether
such  liabilities  are owed by such person to  governmental  authorities,  third
parties or  otherwise)  currently in existence  or arising  hereafter  and which
arise under or relate to any Falcon Environmental Law.

                  (q) BOOKS  AND  RECORDS;  INTERNAL  ACCOUNTING  CONTROLS.  The
books,  records and documents of Falcon and its Subsidiaries  accurately reflect
in all material respects the information  relating to the business of Falcon and
its Subsidiaries, the location and collection of their assets, and the nature of
all transactions giving rise to the obligations or accounts receivable of Falcon
or its  Subsidiary  of Falcon.  Falcon and each of its  Subsidiaries  maintain a
system of  internal  accounting  controls  sufficient,  in the  judgment  of the
Falcon's  board  of  directors,   to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate actions are taken with respect to any differences.

                  (r) MATERIAL AGREEMENTS. Except for the Transaction Documents,
the Exchange Documents or as set forth on SCHEDULE 2.2(r) hereto, neither Falcon
nor any  Subsidiary  of  Falcon  is a party  to any  written  or oral  contract,
instrument,  agreement,  commitment,  obligation, plan or arrangement, a copy of
which  would be  required  to be filed  with the  Commission  if  Falcon  or any
Subsidiary  of Falcon  were  registering  securities  under the  Securities  Act
(collectively,  "FALCON MATERIAL  AGREEMENTS").  Except as set forth on SCHEDULE
2.2(r) hereto, Falcon and each Subsidiary of Falcon has in all material respects
performed all the obligations required to be performed by them to date under the
foregoing  agreements,  have  received no notice of default  and, to the best of
Falcon's and the  Company's  knowledge,  are not now, and after giving effect to
the Exchange will not be, in default under any Falcon Material  Agreement now in
effect, the result of which could cause a Material Adverse Effect.

                  (s)  TRANSACTIONS  WITH  AFFILIATES.  Except  as set  forth on
SCHEDULE  2.2(s)  hereto,  there are no loans,  leases,  agreements,  contracts,
royalty  agreements,  management  contracts or arrangements or other  continuing
transactions  between  (i)  Falcon,  any  Subsidiary  of  Falcon or any of their
respective  its customers or suppliers,  on the one hand,  and (ii) on the other
hand,  any officer,  employee,  consultant or director of Falcon,  or any of its
Subsidiaries, or any person owning any capital stock of Falcon or any Subsidiary
of  Falcon or any  member of the  immediate  family of such  officer,  employee,
consultant,   director  or  stockholder  or  any  corporation  or  other  entity
controlled by such officer, employee, consultant, director or stockholder.

                                       18



                  (t) EMPLOYEES. Neither Falcon nor any Subsidiary of Falcon has
any  collective  bargaining  arrangements  or  agreements  covering  any  of its
employees.  Neither  Falcon nor any  Subsidiary  of Falcon has, and after giving
effect  to the  Exchange  will not  have,  any  employment  contract,  agreement
regarding proprietary information,  non-competition agreement,  non-solicitation
agreement,   confidentiality   agreement,  or  any  other  similar  contract  or
restrictive  covenant,  relating  to the  right  of  any  officer,  employee  or
consultant  to be  employed  or  engaged  by  Falcon or such  Subsidiary.  Since
September  30,  2005,  no officer,  consultant  or key employee of Falcon or any
Subsidiary of Falcon whose termination, either individually or in the aggregate,
could have a Material  Adverse  Effect,  has  terminated or, to the knowledge of
Falcon,  has any present  intention  of  terminating  his or her  employment  or
engagement with Falcon or any Subsidiary of Falcon.

                  (u)  ABSENCE OF CERTAIN  DEVELOPMENTS.  Except as set forth on
SCHEDULE  2.2(u)  hereto,  since  September  30,  2005,  neither  Falcon nor any
Subsidiary has:

                       (i) issued any stock, bonds or other corporate securities
          or any rights, options or warrants with respect thereto;

                       (ii) borrowed any amount or incurred or become subject to
          any liabilities (absolute or contingent) except current liabilities
          incurred in the ordinary course of business which are comparable in
          nature and amount to the current liabilities incurred in the ordinary
          course of business during the comparable portion of its prior fiscal
          year, as adjusted to reflect the current nature and volume of Falcon's
          or such Subsidiary's business;

                       (iii) discharged or satisfied any material lien or
          encumbrance or paid a material amount of any obligation or liability
          (absolute or contingent), other than current liabilities paid in the
          ordinary course of business;

                       (iv) declared or made any payment or distribution of cash
          or other property to stockholders with respect to its stock, or
          purchased or redeemed, or made any agreements so to purchase or
          redeem, any shares of its capital stock;

                       (v) sold, assigned or transferred any other tangible
          assets, or canceled any debts or claims, except in the ordinary course
          of business;

                       (vi) sold, assigned or transferred any patent rights,
          trademarks, trade names, copyrights, trade secrets or other intangible
          assets or intellectual property rights, which sale, assignment or
          transfer has had a Material Adverse Effect, or disclosed any
          proprietary confidential information to any person except in the
          ordinary course of business or to the Purchasers or their
          representatives;

                       (vii) suffered any substantial losses or waived any
          rights of material value, whether or not in the ordinary course of
          business, or suffered the loss of any material amount of prospective
          business;

                                       19



                       (viii) made any changes in employee compensation except
          in the ordinary course of business and consistent with past practices;

                       (ix) made capital expenditures or commitments therefor
          that aggregate in excess of $25,000;

                       (x) entered into any other transaction other than in the
          ordinary course of business, or entered into any other material
          transaction, whether or not in the ordinary course of business;

                       (xi) made charitable contributions or pledges in excess
          of $25,000;

                       (xii) suffered any material damage, destruction or
          casualty loss, whether or not covered by insurance;

                       (xiii) experienced any material problems with labor or
          management in connection with the terms and conditions of their
          employment; or

                       (xiv) entered into an agreement, written or otherwise, to
          take any of the foregoing actions.

                  (v) PRESS RELEASES.  The press releases,  if any, disseminated
by Falcon during the twelve months  preceding the date of this Agreement,  taken
as a whole,  do not contain any untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made and when made, not misleading.

                  (w)  NO  ADDITIONAL  AGREEMENTS.  Falcon  does  not  have  any
agreement or  understanding  with any Purchaser with respect to the transactions
contemplated by this Agreement other than as specified in this Agreement.  Other
than the  Exchange  Documents,  true and  complete  copies  of which  have  been
provided to the Purchasers,  Falcon does not have any agreement or understanding
with the Company or any other  person or entity with  respect to the Exchange or
the transactions contemplated thereby.

         Section 2.3 REPRESENTATIONS  AND WARRANTIES OF THE PURCHASERS.  Each of
the   Purchasers   hereby   severally   and  not  jointly  makes  the  following
representations  and warranties to the Company with respect solely to itself and
not with respect to any other Purchaser:

                  (a)  ORGANIZATION  AND  STANDING  OF THE  PURCHASERS.  If such
Purchaser is an entity,  such  Purchaser  is a  corporation,  limited  liability
company or partnership duly  incorporated or organized,  validly existing and in
good  standing  under  the  laws of the  jurisdiction  of its  incorporation  or
organization.

                  (b)  AUTHORIZATION AND POWER. Such Purchaser has the requisite
corporate,  limited  liability  company or  partnership  power to enter into and
perform  this  Agreement,  the  Registration  Rights  Agreement  and  the  other
agreements  and  documents  contemplated  hereby


                                       20


and thereby and  executed by the  Purchaser  or to which the  Purchaser is party
(collectively, the "PURCHASER TRANSACTION DOCUMENTS") and to purchase the Shares
and Warrants being sold to it hereunder. The execution, delivery and performance
of the Purchaser Transaction Documents by such Purchaser and the consummation by
it of the  transactions  contemplated  hereby have been duly  authorized  by all
necessary  corporate,  limited liability company or partnership  action,  and no
further  consent or  authorization  of such Purchaser or its Board of Directors,
stockholders,  members,  managers or partners,  as the case may be, is required.
This  Agreement  has  been  duly  authorized,  executed  and  delivered  by such
Purchaser.  Each of the Purchaser  Transaction Documents  constitutes,  or shall
constitute  when executed and delivered,  valid and binding  obligations of such
Purchaser  enforceable against it Purchaser in accordance with its terms, except
as such  enforceability  may be limited by  applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation,  conservatorship,   receivership  or
similar laws relating to, or affecting  generally the enforcement of, creditor's
rights  and  remedies  or  by  equitable   principles  or  remedies  of  general
application.

                  (c) ACQUISITION  FOR INVESTMENT.  Such Purchaser is purchasing
the Shares and acquiring the Warrants solely for its own account for the purpose
of  investment  and  not  with a view  to or for  sale in  connection  with  any
distribution  thereof.  Such Purchaser does not have a present intention to sell
any of  the  Securities,  nor a  present  arrangement  (whether  or not  legally
binding) or intention to effect any  distribution of any of the Securities to or
through  any  person  or  entity;   PROVIDED,   HOWEVER,   that  by  making  the
representations  herein and subject to Section 2.2(e) below, such Purchaser does
not agree to hold any of the  Securities  for any minimum or other specific term
and  reserves  the  right to  dispose  of any of the  Securities  at any time in
accordance with federal and state securities laws applicable to such disposition
provided that the Company  receives an opinion of its counsel to the effect that
such disposition  complies with such laws. Such Purchaser  acknowledges  that it
(i) has such  knowledge and  experience  in financial and business  matters such
that such  Purchaser  is  capable  of  evaluating  the  merits  and risks of its
investment in the Company,  (ii) is able to bear the financial risks  associated
with an  investment in the  Securities,  and (iii) has been given full access to
such  records of the Company  and the  Subsidiaries  and to the  officers of the
Company  and the  Subsidiaries  as it has deemed  necessary  or  appropriate  to
conduct its due diligence investigation.

                  (d) RULE 144. Such Purchaser  understands  that the Securities
must be held  indefinitely  unless  such  Securities  are  registered  under the
Securities Act or an exemption from  registration  is available.  Such Purchaser
acknowledges  that it is familiar with Rule 144 of the rules and  regulations of
the Commission,  as amended,  promulgated  pursuant to the Securities Act ("RULE
144"),  and that such  Purchaser has been advised that Rule 144 permits  resales
only under certain circumstances.  Such Purchaser understands that to the extent
that  Rule 144 is not  available,  such  Purchaser  will be  unable  to sell any
Securities without either registration under the Securities Act or the existence
of another  exemption  from such  registration  requirement,  provided  that the
Company  receives  an  opinion of its  counsel  to the effect  that such sale is
exempt from such registration requirement.

                  (e) GENERAL.  Such Purchaser  understands  that the Securities
are being  offered and sold in reliance on a  transactional  exemption  from the
registration  requirements of federal and state  securities laws and the Company
is relying upon the truth, accuracy and completeness


                                       21


of   the   representations,    warranties,   agreements,   acknowledgments   and
understandings  of such  Purchaser  set forth herein and in the other  Purchaser
Transaction Documents in order to determine the applicability of such exemptions
and the suitability of such Purchaser to acquire the Securities.  Such Purchaser
understands  that no United States  federal or state agency or any government or
governmental  agency has passed upon or made any  recommendation  or endorsement
with respect to any of the Securities.

                  (f) OPPORTUNITIES FOR ADDITIONAL  INFORMATION.  Such Purchaser
acknowledges that such Purchaser has had the opportunity to ask questions of and
receive  answers  from, or obtain  additional  information  from,  the executive
officers  of the  Company  concerning  the  financial  and other  affairs of the
Company,  and to the extent deemed  necessary by such Purchaser in light of such
Purchaser's  personal  knowledge of the Company's  affairs,  such  Purchaser has
asked such  questions  and  received  answers to the full  satisfaction  of such
Purchaser, and such Purchaser desires to invest in the Company. No investigation
conducted by such  Purchaser  shall limit or otherwise  affect its right to rely
upon the  representations  and  warranties  of the Company and Falcon  contained
herein.

                  (g) NO GENERAL SOLICITATION.  Such Purchaser acknowledges that
the  Securities  were  not  offered  to such  Purchaser  by means of any form of
general or public solicitation or general advertising,  or publicly disseminated
advertisements or sales literature,  including (i) any  advertisement,  article,
notice or other communication  published in any newspaper,  magazine, or similar
media,  or broadcast over television or radio, or (ii) any seminar or meeting to
which  such   Purchaser   was  invited  by  any  of  the   foregoing   means  of
communications.

                  (h)  ACCREDITED  INVESTOR.  Such  Purchaser  is an  accredited
investor (as defined in Rule 501 of Regulation  D), and such  Purchaser has such
experience  in business and  financial  matters that it is capable of evaluating
the  merits  and  risks  of an  investment  in the  Securities.  Such  Purchaser
acknowledges  that an investment in the Securities is speculative and involves a
high degree of risk.

                                   ARTICLE III

                                    COVENANTS

         The Company  and Falcon,  on the one hand,  and each  Purchaser,  as to
itself only,  hereby  covenant with one another as follows,  which covenants are
for the  benefit of each  respective  covenantee  and its  respective  permitted
assignees.

         Section 3.1  CONSUMMATION  OF THE EXCHANGE.  Prior to the Closing,  the
Company and Falcon shall take all required action to consummate the transactions
contemplated by the Exchange  Agreement (the  "EXCHANGE") in accordance with the
terms of the Exchange  Agreement and the other Exchange  Documents,  and neither
the Company nor Falcon shall waive any of the covenants of the parties under the
Exchange Documents or any conditions to the consummation of the Exchange without
the prior written consent of the Purchasers.

         Section 3.2 DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL  INFORMATION.
On or before 9:00 a.m.,  New York City time,  on the  business  day  immediately
following the Closing Date,


                                       22


the Company shall issue a press  release,  and on or before 5:30 p.m.,  New York
City time,  on the business day  immediately  following  the Closing  Date,  the
Company shall file a Current Report on Form 8-K with the  Commission  describing
the terms of the  transactions  contemplated  by the Exchange  Agreement and the
Transaction  Documents and including as exhibits to such Current  Report on Form
8-K, the Exchange Agreement,  this Agreement, the Certification of Designations,
the Warrants and the Registration Rights Agreement, and the schedules hereto and
thereto in the form required by the Exchange Act (including all attachments, the
"8-K FILING").  The Company shall not, and shall cause each of its  Subsidiaries
and its and each of their respective officers,  directors,  employees and agents
not to, provide any Purchaser with any material, nonpublic information regarding
the  Company  or any of its  Subsidiaries  from and after the  filing of the 8-K
Filing with the  Commission  without the express prior  written  consent of such
Purchaser.  Neither the Company nor any Purchaser shall issue any press releases
or any other public  statements  with respect to the  transactions  contemplated
hereby; PROVIDED, HOWEVER, that the Company shall be entitled, without the prior
approval of the Purchasers, to make any press release or other public disclosure
with respect to such  transactions  (i) in substantial  conformity  with the 8-K
Filing and  contemporaneously  therewith,  and (ii) as is required by applicable
law  and  regulations  (provided  that in the  case of  clause  (i)  above,  the
Purchasers  shall be  consulted  by the  Company  (although  the  consent of the
Purchasers  shall not be required) in connection  with any such press release or
other public disclosure prior to its release).

         Section 3.3  REGISTRATION  UNDER EXCHANGE ACT. The Company will use its
commercially reasonable efforts to cause its Common Stock to be registered under
Section 12(b) or 12(g) of the Exchange Act, will comply in all respects with its
reporting  and filing  obligations  under the Exchange Act, will comply with all
requirements  related  to any  registration  statement  filed  pursuant  to this
Agreement,  and will not take any action or file any  document  (whether  or not
permitted  by the  Securities  Act  or  the  rules  promulgated  thereunder)  to
terminate or suspend such  registration or to terminate or suspend its reporting
and filing  obligations  under the Exchange Act or the Securities Act, except as
permitted herein.

         Section 3.4 INSPECTION RIGHTS. The Company shall permit,  during normal
business hours and upon reasonable  request and reasonable  notice,  a Purchaser
and its representatives,  so long as such Purchaser shall be obligated hereunder
to  purchase  the  Shares or shall  beneficially  own the  Shares or  Conversion
Shares,  or shall own Warrant  Shares or the Warrants  which,  in the aggregate,
represent more than two percent (2%) of the total  combined  voting power of all
voting securities then outstanding, to examine and make reasonable copies of and
extracts from the records and books of account of, and visit and inspect, during
the term of the Warrants, the properties, assets, operations and business of the
Company and any Subsidiary, and to discuss the affairs, finances and accounts of
the Company and any Subsidiary with any of its officers, consultants, directors,
and key employees.

         Section 3.5 COMPLIANCE  WITH LAWS. The Company shall comply,  and cause
each  Subsidiary to comply,  with all applicable  laws,  rules,  regulations and
orders, the noncompliance with which could have a Material Adverse Effect.

                                       23



         Section 3.6 KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  The Company shall
keep and cause each Subsidiary to keep adequate records and books of account, in
which  complete  entries  will be  made in  accordance  with  GAAP  consistently
applied.

         Section  3.7 OTHER  AGREEMENTS.  The  Company  shall not enter into any
agreement  containing  any provision  that would violate the terms of,  conflict
with, or cause a default under, any material term of any Transaction Document.

         Section 3.8  RESERVATION  OF SHARES.  So long as the Shares or Warrants
remain outstanding,  the Company shall take all action necessary to at all times
have authorized, and reserved for the purpose of issuance, the maximum number of
shares of Common Stock to effect the  conversion  of the Shares and the exercise
of the Warrants.

         Section 3.9 NON-PUBLIC INFORMATION.  Neither the Company nor any of its
officers or agents shall disclose any material non-public  information about the
Company to any  Purchaser  without the  express  prior  written  consent of such
Purchaser.

         Section  3.10 NASDAQ OR  EXCHANGE  LISTING.  The Company  shall use its
commercially  reasonable  efforts to file an application  for listing its Common
Stock on the Nasdaq  National  Market,  the Nasdaq  Capital Market or a national
securities  exchange  within  90 days of the  Closing  Date  and to  cause  such
applications to be approved in a timely manner thereafter.

         Section  3.11  SUBSEQUENT  REGISTRATIONS.  Other than  pursuant  to the
registration statement filed in connection with the transactions contemplated by
this Agreement,  prior to the date that such registration  statement is declared
effective  by the  Commission,  the  Company  shall  not file  any  registration
statement  (other than on Form S-8) under the Securities Act with the Commission
with respect to any securities of the Company.

         Section 3.12 MAKE GOOD ESCROW SHARES.  On the Closing Date, the Company
shall  cause  certain  stockholders  of the  Company  to  enter  into an  escrow
agreement  in the form of EXHIBIT H hereto and to deposit  with the escrow agent
thereunder the Escrow Deposit (as defined in such escrow agreement).

         Section 3.13 NEW YORK CITY AGENCY. During the 30-day period immediately
following the Closing Date, the Company shall  establish,  and so long as any of
the Shares or the Warrants  are  outstanding,  the Company  shall  maintain,  an
office or agency (which shall be located in the Borough of Manhattan in The City
of New York) where (i) Shares may be  presented  for  conversion  into shares of
Common Stock,  (ii) Warrants may be presented for exercise and (iii) notices and
demands to or upon the  Company or Falcon in  respect  of the  Securities,  this
Agreement or any of the Transaction  Documents may be served.  The Company shall
promptly  notify the Purchasers of the name and address of any such agent and of
the appointment of any additional or substitute agent.

                                       24


                                   ARTICLE IV

                                   CONDITIONS

         Section 4.1  CONDITIONS  PRECEDENT TO THE  OBLIGATION OF THE COMPANY TO
CLOSE AND TO SELL THE SHARES  AND  WARRANTS.  The  obligation  hereunder  of the
Company  to close  and  issue  and  sell  the  Shares  and the  Warrants  to the
Purchasers on the Closing Date is subject to the  satisfaction or waiver,  at or
before the Closing,  of the conditions set forth below. These conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole discretion.

                  (a)   ACCURACY   OF  THE   PURCHASERS'   REPRESENTATIONS   AND
WARRANTIES.  The  representations  and warranties of each Purchaser contained in
the Purchaser  Transaction  Documents  shall be true and correct in all material
respects as of the date when made and as of the  Closing  Date as though made at
that time, except for  representations and warranties that are expressly made as
of a particular date,  which shall be true and correct in all material  respects
as of such date.

                  (b) PERFORMANCE BY THE  PURCHASERS.  Each Purchaser shall have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Purchasers at or prior to the Closing Date.

                  (c) NO INJUNCTION.  No statute,  rule,  regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by this Agreement.

                  (d) DELIVERY OF PURCHASE  PRICE.  The  Purchase  Price for the
Shares and Warrants shall have been delivered to Law Debenture  Trust Company of
New York, as escrow agent, and shall be subject to release to the Company at the
Closing  pursuant to the terms and conditions of an escrow agreement in the form
of EXHIBIT H attached hereto.

                  (e) DELIVERY OF PURCHASER TRANSACTION DOCUMENTS. The Purchaser
Transaction  Documents  shall  have  been duly  executed  and  delivered  by the
Purchasers to the Company.

         Section 4.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASERS TO
CLOSE AND TO PURCHASE THE SHARES AND WARRANTS.  The obligation  hereunder of the
Purchasers to purchase the Shares and Warrants and consummate  the  transactions
contemplated by this Agreement is subject to the  satisfaction or waiver,  at or
before the Closing,  of each of the conditions set forth below. These conditions
are for the Purchasers'  sole benefit and may be waived by any Purchaser,  as to
itself only, at any time in its sole discretion.

                  (a) ACCURACY OF THE COMPANY'S AND FALCON'S REPRESENTATIONS AND
WARRANTIES. Each of the representations and warranties of the Company and Falcon
in  this  Agreement  and in  each  of the  Transaction  Documents  and  Exchange
Documents  shall be true and correct in all material  respects as of the Closing
Date, except for  representations and warranties that are expressly made as of a
particular date, which shall be true and correct in all material  respects as of
such date.

                                       25


                  (b) PERFORMANCE BY THE COMPANY AND FALCON. Each of the Company
and Falcon shall have performed, satisfied and complied in all material respects
with all covenants,  agreements and conditions required by this Agreement or the
Exchange Agreement to be performed, satisfied or complied with by the Company or
Falcon, as the case may be, at or prior to the Closing Date.

                  (c) NO SUSPENSION,  ETC. Trading in the Company's Common Stock
shall not have been  suspended by the  Commission  (except for any suspension of
trading of limited duration agreed to by the Company,  which suspension shall be
terminated  prior to the  Closing),  and, at any time prior to the Closing Date,
trading in  securities  generally  as reported by  Bloomberg  Financial  Markets
("BLOOMBERG")  shall not have been suspended or limited, or minimum prices shall
not have been  established on securities whose trades are reported by Bloomberg,
nor shall a banking moratorium have been declared either by the United States or
New York State  authorities,  nor shall  there have  occurred  any  national  or
international  calamity  or  crisis  of  such  magnitude  in its  effect  on any
financial  market  which,  in  each  case,  in the  reasonable  judgment  of any
Purchaser,  makes it  impracticable or inadvisable for it to purchase its Shares
and Warrants.

                  (d) NO INJUNCTION.  No statute,  rule,  regulation,  executive
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  which  prohibits  the  consummation  of any  of  the  transactions
contemplated by the Exchange Documents,  this Agreement or the other Transaction
Documents.

                  (e)  NO  PROCEEDINGS  OR  LITIGATION.   No  action,   suit  or
proceeding  before any arbitrator or any governmental  authority shall have been
commenced,  and no investigation  by any governmental  authority shall have been
threatened,  against  the  Company  or Falcon or any  Subsidiary,  or any of the
officers,  directors or  affiliates  of the Company or Falcon or any  Subsidiary
thereof, seeking to restrain, prevent or change the Exchange or the transactions
contemplated by the Exchange Documents,  this Agreement or the other Transaction
Documents,   or  seeking  damages  in  connection  with  the  Exchange  or  such
transactions.

                  (f)  OPINION  OF  COUNSEL,  ETC.  The  Purchasers  shall  have
received an opinion of U.S.  counsel to the  Company,  dated the  Closing  Date,
substantially  in the form of EXHIBIT C-1 hereto,  an opinion of Chinese counsel
to the Company, dated the Closing Date, substantially in the form of EXHIBIT C-2
hereto and such other  certificates  and  documents as the  Purchasers  or their
counsel shall reasonably require incident to the Closing.

                  (g) WARRANTS AND SHARES.  The Company shall have  delivered to
the Purchasers the originally  executed Warrants (in such  denominations as each
Purchaser  may  request but in no event in  denominations  of less than 100) and
shall have delivered certificates representing the Shares (in such denominations
as each Purchaser may request) being acquired by the Purchasers at the Closing.

                                       26


                  (h)  RESOLUTIONS.  The Board of Directors of the Company shall
have  adopted  resolutions  consistent  with  Section  2.1(b)  hereof  in a form
reasonably acceptable to the Purchasers (the "RESOLUTIONS").

                  (i) CERTIFICATE OF  DESIGNATIONS.  As of the Closing Date, the
Company shall have filed with the Delaware Secretary of State the Certificate of
Designations  authorizing  the  Preferred  Stock  in  substantially  the form of
EXHIBIT D attached hereto and such Certificate of Designations shall have become
effective.

                  (j) RESERVATION OF SHARES. As of the Closing Date, the Company
shall have reserved out of its authorized and unissued  Preferred Stock,  solely
for the purpose of effecting  the issuance of the Shares,  a number of shares of
Preferred Stock equal to the aggregate  number of the Shares.  As of the Closing
Date, the Company shall have reserved out of its authorized and unissued  Common
Stock,  solely for the purpose of effecting the conversion of the Shares and the
exercise of the Warrants, a number of shares of Common Stock equal to the number
of Conversion  Shares and the number of Warrant Shares  issuable upon conversion
of the Preferred Stock and the exercise of the Warrants, respectively,  assuming
the  Warrants  are  exercised  and the Shares are  converted on the Closing Date
(assuming the Warrants are fully exercisable and the Shares fully convertible on
such date  regardless of any limitation on the timing or amount of such exercise
or conversion).

                  (k) SECRETARY'S CERTIFICATE.  The Company shall have delivered
to the Purchasers a secretary's certificate, dated as of the Closing Date, as to
(i) the Resolutions,  (ii) the Certificate,  (iii) the Bylaws, each as in effect
at the Closing,  and (iv) the  authority  and  incumbency of the officers of the
Company executing the Transaction  Documents and any other documents required to
be executed or delivered in connection therewith.

                  (l) OFFICER'S  CERTIFICATE.  On the Closing Date,  the Company
shall have delivered to the Purchasers a certificate of an executive  officer of
the  Company,  dated as of the  Closing  Date,  confirming  the  accuracy of the
Company's representations, warranties and covenants contained herein and in each
of the other  Transaction  Documents as of the Closing Date and  confirming  the
compliance  by the  Company  with the  conditions  precedent  set  forth in this
Section 4.2 as of the Closing Date.

                  (m) FEES AND EXPENSES.  As of the Closing  Date,  all fees and
expenses  required to be paid by the Company in connection with the transactions
contemplated by this Agreement shall have been, or authorized to be, paid by the
Company.

                  (n) REGISTRATION RIGHTS AGREEMENT. As of the Closing Date, the
parties shall have entered into the Registration Rights Agreement in the form of
EXHIBIT E attached hereto.

                  (o) MAKE GOOD SHARE ESCROW AGREEMENT.  As of the Closing Date,
the parties shall have entered into an escrow agreement in the form of EXHIBIT F
hereto  and the  escrow  agent  shall  have  acknowledged  receipt of the Escrow
Deposit (as defined in such Escrow Agreement).

                                       27



                  (p)  CONSUMMATION  OF EXCHANGE.  As of the Closing  Date,  the
Company and Falcon shall have effected the Exchange in accordance with the terms
of the Exchange  Agreement and shall have  performed,  satisfied and complied in
all material respects with all covenants,  agreements and conditions required by
the  Exchange  Agreement  to be  performed,  satisfied  or complied  with by the
Company or Falcon at or prior to the Closing Date.

                  (q)  CONSENT  TO  JURISDICTION.   The  Purchasers  shall  have
received from each  Subsidiary  of the Company  (following  consummation  of the
Exchange)  other than Falcon a consent to  jurisdiction in the form of EXHIBIT I
hereto.

                  (r) LOCK-UP  AGREEMENTS.  The  Purchasers  shall have received
from the Company and each of Xianfu Zhu, Baoke Ben,  Chaoyang Liu,  Qinghe Wang,
Shuichi Si and Juanjuan Wang a letter agreement in the form of EXHIBIT J hereto.

                  (s) MATERIAL ADVERSE EFFECT.  No event or condition shall have
occurred  which  has had or could  reasonably  be  expected  to have a  Material
Adverse Effect.

                                   ARTICLE V

                               CERTIFICATE LEGEND

         Section 5.1  LEGEND.  Each  certificate  representing  the Shares,  the
Conversion  Shares,  the  Warrants  and the Warrant  Shares  shall be stamped or
otherwise  imprinted  with a  legend  substantially  in the  following  form (in
addition to any legend  required by  applicable  state  securities or "blue sky"
laws):

         THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT") OR ANY  STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,
         TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  UNLESS  REGISTERED  UNDER THE
         SECURITIES  ACT  AND  UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR THE
         COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION
         OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF
         APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

         Each  certificate  representing  any  Shares  shall  also be stamped or
otherwise imprinted with a legend substantially in the following form:

         THE COMPANY  WILL  FURNISH TO EACH  HOLDER OF ITS SERIES A  CONVERTIBLE
         PREFERRED  STOCK  WHO  SO  REQUESTS   WITHOUT  CHARGE  A  COPY  OF  THE
         CERTIFICATE  OF  DESIGNATION  SETTING  FORTH THE POWERS,  DESIGNATIONS,
         PREFERENCES  AND  RELATIVE,  PARTICIPATING,  OPTIONAL OR OTHER  SPECIAL
         RIGHTS  OF SUCH  STOCK AND ANY OTHER  CLASS OR SERIES  THEREOF  AND THE
         QUALIFICATIONS,  LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
         RIGHTS.

                                       28


         Upon  the  earlier  of (i)  registration  for  resale  pursuant  to the
Registration Rights Agreement or (ii) Rule 144(k) becoming available the Company
shall (A)  deliver to the  transfer  agent for the Common  Stock (the  "Transfer
Agent")  irrevocable  instructions  that the  Transfer  Agent  shall  reissue  a
certificate  representing shares of Common Stock without legends upon receipt by
such Transfer Agent of the legended certificates for such shares,  together with
either (1) a customary  representation by the Purchaser that Rule 144(k) applies
to the shares of Common  Stock  represented  thereby or (2) a  statement  by the
Purchaser  that such  Purchaser has sold the shares of Common Stock  represented
thereby  in  accordance  with  the  Plan  of   Distribution   contained  in  the
Registration  Statement,  and (B) cause its  counsel to deliver to the  Transfer
Agent one or more  blanket  opinions  to the  effect  that the  removal  of such
legends in such circumstances may be effected under the Securities Act. From and
after the earlier of such  dates,  upon any  Purchaser's  written  request,  the
Company shall promptly cause certificates  evidencing the Purchaser's Securities
to be replaced with certificates which do not bear such restrictive legends, and
Warrant Shares  subsequently  issued upon due exercise of the Warrants shall not
bear such  restrictive  legends  provided the provisions of either clause (i) or
clause (ii) above,  as  applicable,  are satisfied  with respect to such Warrant
Shares. When the Company is required to cause unlegended certificates to replace
previously  issued legended  certificates,  if unlegended  certificates  are not
delivered to an Purchaser  within three (3) Business  Days of submission by that
Purchaser of legended certificate(s) to the Transfer Agent as provided above (or
to the Company, in the case of the Warrants), the Company shall be liable to the
Purchaser  for  liquidated  damages in an amount equal to 1.5% of the  aggregate
purchase  price of the  Securities  evidenced  by such  certificate(s)  for each
thirty (30) day period (or portion  thereof)  beyond such three (3) Business Day
that the unlegended certificates have not been so delivered.

ARTICLE VI

                                   TERMINATION

         Section 6.1 TERMINATION OF OBLIGATIONS TO EFFECT CLOSING.

                  (a) The  obligations of the Company,  on the one hand, and the
Purchasers, on the other hand, to effect the Closing shall terminate as follows:

                       (i) Upon the mutual  written  consent of the  Company and
          the Purchasers;

                       (ii) By the Company if any of the conditions set forth in
          Section 4.1 shall have become incapable of fulfillment,  and shall not
          have been waived by the Company;

                       (iii) By a Purchaser (with respect to itself only) if any
          of the  conditions  set  forth  in  Section  4.2.  shall  have  become
          incapable  of  fulfillment,  and shall  not have  been  waived by such
          Purchaser; or

                                       29



                       (iv) By either the Company or any Purchaser (with respect
          to  itself  only)  if the  Closing  has not  occurred  on or  prior to
          February 3, 2006;

provided,  however,  that,  except in the case of clause  (i)  above,  the party
seeking to terminate  its  obligation to effect the Closing shall not then be in
breach  of any of  its  representations,  warranties,  covenants  or  agreements
contained in this  Agreement or the other  Transaction  Documents if such breach
has  resulted  in the  circumstances  giving  rise to such  party's  seeking  to
terminate its obligation to effect the Closing.

         Section 6.2 EFFECT OF  TERMINATION.  In the event of termination by the
Company or any Purchaser, written notice thereof shall forthwith be given to the
other parties and the other  Purchasers  shall have the right to terminate their
obligations  to effect the Closing  upon  written  notice to the Company and the
other  Purchasers.  If this  Agreement is  terminated as provided in Section 6.1
herein,  this  Agreement  shall become void and of no further  force and effect,
except for Sections 8.1 and 8.2, and Article VII herein. Nothing in this Section
6.2 shall be deemed to release the  Company,  Falcon or any  Purchaser  from any
liability  for  any  breach  under  this  Agreement  or  the  other  Transaction
Documents,  or to impair the rights of the Company or such  Purchaser  to compel
specific  performance by any other party of its obligations under this Agreement
or the other Transaction Documents.

                                   ARTICLE VII

                                 INDEMNIFICATION

         Section 7.1  GENERAL  INDEMNITY.  The  Company  and Falcon  jointly and
severally  agree  to  indemnify  and  hold  harmless  each  Purchaser  (and  its
respective directors,  officers, employees,  affiliates,  agents, successors and
assigns) from and against any and all losses, liabilities,  deficiencies, costs,
damages and expenses (including, without limitation, reasonable attorneys' fees,
charges and  disbursements)  incurred by each  Purchaser or any such person as a
result of any  inaccuracy  in or breach of the  representations,  warranties  or
covenants made by the Company or Falcon herein. The Purchasers severally but not
jointly  agree to indemnify  and hold  harmless  the Company and its  directors,
officers, employees,  affiliates, agent, successors and assigns from and against
any and all losses,  liabilities,  deficiencies,  costs,  damages  and  expenses
(including,   without  limitation,   reasonable  attorneys'  fees,  charges  and
disbursements)  incurred  by the  Company or any such  person as a result of any
inaccuracy in or breach of the representations,  warranties or covenants made by
the Purchasers herein.

         Section  7.2   INDEMNIFICATION   PROCEDURE.   Any  party   entitled  to
indemnification  under  this  Article  VII (an  "indemnified  party")  will give
written notice to the  indemnifying  party of any matters giving rise to a claim
for  indemnification;  PROVIDED,  that the  failure  of any  party  entitled  to
indemnification  hereunder  to give notice as provided  herein shall not relieve
the indemnifying  party of its obligations  under this Article VII except to the
extent that the  indemnifying  party is actually  prejudiced  by such failure to
give  notice.  In case any  action,  proceeding  or claim is brought  against an
indemnified party in respect of which  indemnification is sought hereunder,  the
indemnifying  party  shall be  entitled  to  participate  in and,  unless in the

                                       30


reasonable  judgment of the indemnified  party a conflict of interest between it
and the indemnifying party may exist with respect to such action,  proceeding or
claim, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified  party.  In  the  event  that  the  indemnifying  party  advises  an
indemnified  party  that  it  will  contest  such a  claim  for  indemnification
hereunder,  or fails,  within thirty (30) days of receipt of any indemnification
notice to notify such person in writing of the indemnifying  party's election to
defend,  settle  or  compromise,  at its sole  cost  and  expense,  any  action,
proceeding or claim (or  discontinues its defense at any time after it commences
such defense),  then the indemnified party may, at its option, defend, settle or
otherwise compromise or pay such action or claim. In any event, unless and until
the  indemnifying  party  elects in  writing  to assume  and does so assume  the
defense of any such claim,  proceeding or action, the indemnified  party's costs
and expenses  arising out of the defense,  settlement  or compromise of any such
action,   claim  or  proceeding  shall  be  losses  subject  to  indemnification
hereunder.  The indemnified  party shall  cooperate fully with the  indemnifying
party in connection  with any negotiation or defense of any such action or claim
by the  indemnifying  party  and shall  furnish  to the  indemnifying  party all
information  reasonably available to the indemnified party which relates to such
action or claim. The indemnifying  party shall keep the indemnified  party fully
apprised  at  all  times  as to the  status  of the  defense  or any  settlement
negotiations  with respect thereto.  If the indemnifying  party elects to defend
any such  action or claim,  then the  indemnified  party  shall be  entitled  to
participate  in such  defense  with  counsel  of its choice at its sole cost and
expense.  The  indemnifying  party shall not be liable for any settlement of any
action,  claim  or  proceeding  effected  without  its  prior  written  consent.
Notwithstanding  anything in this Article VII to the contrary,  the indemnifying
party shall not, without the indemnified  party's prior written  consent,  which
consent may not be  unreasonably  withheld,  settle or  compromise  any claim or
consent to entry of any  judgment in respect  thereof  which  imposes any future
obligation  on  the  indemnified  party  or  which  does  not  include,   as  an
unconditional  term thereof,  the giving by the claimant or the plaintiff to the
indemnified  party of a release from all liability in respect of such claim.  If
the  indemnifying  party fails or refuses to promptly  assume the defense of any
such claim,  proceeding  or action,  then the  indemnification  required by this
Article VII shall be made by periodic  payments of the amount thereof during the
course of investigation  or defense,  as and when bills are received or expense,
loss,  damage  or  liability  is  incurred,  so  long as the  indemnified  party
irrevocably  agrees to refund such moneys if it is  ultimately  determined  by a
court  of   competent   jurisdiction   that  such  party  was  not  entitled  to
indemnification.  The indemnity agreements contained herein shall be in addition
to (a) any cause of action or similar  rights of the  indemnified  party against
the indemnifying party or others, and (b) any liabilities the indemnifying party
may be subject to pursuant to applicable law.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         Section  8.1 FEES  AND  EXPENSES.  Each  party  shall  pay the fees and
expenses of its advisors,  counsel,  accountants and other experts,  if any, and
all  other  expenses,  incurred  by  such  party  incident  to the  negotiation,
preparation, execution, delivery and performance of this Agreement. In addition,
the  Company  shall  pay all  reasonable  fees  and  expenses  incurred  by each
Purchaser in connection  with any amendments,  modifications  or waivers of this
Agreement or any of the other  Transaction  Documents or incurred in  connection
with  the  enforcement  of  this  Agreement  and  any of the  other  Transaction
Documents,  including,  without  limitation,  all  reasonable  attorneys'  fees,
disbursements and expenses.

                                       31



         Section 8.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

                  (a) The Company,  Falcon and the  Purchasers  acknowledge  and
agree  that  irreparable  damage  would  occur  in  the  event  that  any of the
provisions  of this  Agreement  or the  other  Transaction  Documents  were  not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions  to prevent or cure breaches of the  provisions of this Agreement or
the  other  Transaction  Documents  and to  enforce  specifically  the terms and
provisions  hereof or thereof,  this being in  addition  to any other  remedy to
which any of them may be entitled by law or equity.

                  (b)  The  Company,   Falcon  and  each  Purchaser  (i)  hereby
irrevocably  submit to the exclusive  jurisdiction of the United States District
Court for the  Southern  District of New York and the courts of the State of New
York  located  in New York  County,  for the  purposes  of any  suit,  action or
proceeding  arising  out of or relating  to this  Agreement  or any of the other
Transaction  Documents or the transactions  contemplated hereby or thereby,  and
(ii)  hereby  waive,  and  agree  not to  assert  in any such  suit,  action  or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
each  such  court,  that  the  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of the  suit,  action  or  proceeding  is
improper. The Company, Falcon and each Purchaser consent to process being served
in any such suit,  action or  proceeding by mailing a copy thereof to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing in this  Section 8.2 shall  affect or limit any right to serve
process  in any other  manner  permitted  by law.  The  Company,  Falcon and the
Purchasers  hereby  agree  that the  prevailing  party in any  suit,  action  or
proceeding  arising  out of or  relating  to the  Shares,  this  Agreement,  the
Registration   Rights   Agreement  or  the   Warrants,   shall  be  entitled  to
reimbursement for reasonable legal fees from the  non-prevailing  party. EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
WITH RESPECT TO THIS  AGREEMENT AND  REPRESENTS  THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.

         Section  8.3  ENTIRE   AGREEMENT;   AMENDMENT.   This  Agreement,   the
Transaction  Documents,  the Exchange  Documents and the  Purchaser  Transaction
Documents,  including the schedules and Exhibits  hereto and thereto,  set forth
the entire  understanding  and  agreement  of the  parties  with  respect to the
matters covered hereby and, except as specifically set forth herein or in any of
the  Transaction  Documents,  the Exchange  Documents  or Purchaser  Transaction
Documents,   none  of  the   Company,   Falcon  or  any   Purchaser   makes  any
representation,  warranty, covenant or undertaking with respect to such matters.
This Agreement,  the Exchange Documents, the Transaction Documents, the Exchange
Documents  and  the  Purchaser   Transaction   Documents   supersede  all  prior
understandings  and agreements with respect to said subject matter, all of which
are merged herein. No provision of this Agreement may be waived or amended other
than by a written  instrument  signed by the Company,  Falcon and the Purchasers
and their permitted  assigns owning of record at least a majority in interest of
the then-outstanding  Securities issuable hereunder, and no provision hereof may
be waived other than by


                                       32


a written  instrument  signed by the party against whom  enforcement of any such
waiver is sought.  No  amendment  to this  Agreement  shall be  effective to the
extent  that it  applies  to less than all of the  holders  of the  Shares  then
outstanding or violates any provision of the Delaware  General  Corporation Law.
No consideration shall be offered or paid to any person to amend or consent to a
waiver or  modification  of any  provision of any of the  Transaction  Documents
unless  the same  consideration  is also  offered  to all of the  parties to the
Transaction Documents or holders of Shares, as the case may be.

         Section 8.4  NOTICES.  Any  notice,  demand,  request,  waiver or other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be deemed  given and  received  (a) upon hand  delivery or delivery by
telecopy or facsimile at the address or number designated below (if delivered on
a  business  day  during  normal  business  hours  where  such  notice  is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal  business  hours where such notice is to be
received),  or (b) on the second  business day  following the date of mailing by
express  courier  service,  fully  prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

If to Falcon or the
Company:                            Strong Technical Inc.
                                    c/o Henan Zhongpin Food Share Co., Ltd.
                                    21 Changshe Road
                                    Changge City, Henan Province
                                    The People's Republic of China

                                    Attention: Chief Executive Officer
                                    Telecopier: 011 (86) 0374-6227818
                                    Telephone: 011 (86) 0374-6226366

with copies (which copies
shall not constitute notice
to Falcon or the Company)
to:                                 DeHeng Chen Chan, LLC
                                    225 Broadway, Suite 19010
                                    New York, New York  10007

                                    Attention:    Wesley J. Paul, Esq.
                                    Telecopier:  (212) 608-9050
                                    Telephone:  (212) 608-6500

                                       33



and to:                             Pryor Cashman Sherman & Flynn LLP
                                    410 Park Avenue
                                    New York, New York  10022

                                    Attention:    Eric M. Hellige, Esq.
                                    Telecopier:  (212) 798-6380
                                    Telephone:  (212) 326-0846

If to any Purchaser:

                                    At the address of such  Purchaser  set forth
                                    on EXHIBIT A to this Agreement.

         Any party  hereto may from time to time  change its address for notices
by giving at least ten (10) days written  notice of such changed  address to the
other party or parties hereto in accordance  with the provisions of this Section
8.4.

         Section 8.5 WAIVERS. No waiver by any party of any default with respect
to any provision,  condition or requirement of this Agreement shall be deemed to
be a  continuing  waiver  in the  future  or a waiver  of any  other  provision,
condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.

         Section 8.6 HEADINGS.  The article,  section and subsection headings in
this Agreement are for convenience  only and shall not constitute a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.

         Section 8.7  SUCCESSORS AND ASSIGNS.  This  Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors and permitted
assigns.  After the Closing,  the assignment by a party to this Agreement of any
rights  hereunder  shall not affect  the  obligations  of such party  under this
Agreement.

         Section 8.8 NO THIRD PARTY  BENEFICIARIES.  This  Agreement is intended
for the benefit of the parties hereto and their respective  permitted successors
and  assigns  and is not for the  benefit  of, nor may any  provision  hereof be
enforced by, any other person (other than indemnified  parties,  as contemplated
by Article VII).

         Section 8.9  GOVERNING  LAW.  This  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving  effect to the  choice of law  provisions.  This  Agreement  shall not be
interpreted  or construed  with any  presumption  against the party causing this
Agreement to be drafted.

         Section  8.10  SURVIVAL.  The  representations  and  warranties  of the
Company and Falcon contained in Sections 2.1(o), 2.1(s), 2.2(l) and 2.2(p) shall
survive until the  expiration of the  applicable  statutes of  limitations,  and
those  contained in Article II, with the exception of Sections  2.1(o),  2.1(s),
2.2(l) and 2.2(p),  shall  survive the  execution  and  delivery  hereof and the
Closing until the date two (2) years from the Closing Date,  and the  agreements
and  covenants  set forth in Articles I, III, V, VII and VIII of this  Agreement
shall survive the execution and delivery hereof and the Closing hereunder.

                                       34



         Section 8.11 COUNTERPARTS. This Agreement may be executed in any number
of  counterparts,  all of which taken together shall constitute one and the same
instrument and shall become effective when counterparts have been signed by each
party and delivered to the other parties  hereto,  it being  understood that all
parties need not sign the same counterpart.

         Section 8.12  PUBLICITY.  Each of the Company and Falcon agrees that it
will not disclose, and will not include in any public announcement, the names of
the Purchasers  without the consent of the Purchasers in accordance with Section
8.3, which consent shall not be unreasonably  withheld or delayed, or unless and
until such  disclosure is required by law, rule or  applicable  regulation,  and
then only to the extent of such requirement;  provided, however, that nothing in
this Section 8.12 shall  prohibit the  inclusion of the name of any Purchaser in
the  Registration  Statement  or in  any  exhibits  to  filings  made  with  the
Commission  in respect to the  transactions  contemplated  by this  Agreement in
accordance with the Company's  periodic filing  requirements  under the Exchange
Act.

         Section  8.13  SEVERABILITY.  The  provisions  of  this  Agreement  are
severable  and,  in the event  that any court of  competent  jurisdiction  shall
determine  that  any  one or more of the  provisions  or part of the  provisions
contained  in this  Agreement  shall,  for any  reason,  be held to be  invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall not affect any other provision or part of a provision of
this  Agreement  and this  Agreement  shall be reformed and construed as if such
invalid or illegal or unenforceable  provision,  or part of such provision,  had
never been contained herein,  so that such provisions would be valid,  legal and
enforceable to the maximum extent possible.

         Section  8.14  FURTHER  ASSURANCES.  From  and  after  the date of this
Agreement,  upon the request of any party hereto,  each other party hereto shall
execute and deliver such  instruments,  documents  and other  writings as may be
reasonably  necessary or  desirable  to confirm and carry out and to  effectuate
fully the intent and purposes of this and the other Transaction Documents.

         Section 8.15 INDEPENDENT NATURE OF PURCHASER'S  OBLIGATIONS AND RIGHTS.
The obligations of each Purchaser under this Agreement are several and not joint
with  the  obligations  of any  other  Purchaser,  and  no  Purchaser  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser  under this  Agreement.  The  decision of each  Purchaser  to purchase
Securities   pursuant  to  this  Agreement  has  been  made  by  such  Purchaser
independently  of any other  Purchaser  and  independently  of any  information,
materials,  statements  or opinions  as to the  business,  affairs,  operations,
assets, property,  liabilities,  results of operations,  condition (financial or
otherwise)  or prospects of the Company which may have been made or given by any
other  Purchaser  or by any agent or  employee of any other  Purchaser.  Nothing
contained herein, and no action taken by any Purchaser  pursuant thereto,  shall
be deemed to constitute the Purchasers as a partnership, an association, a joint
venture or any other kind of entity,  or create a presumption that the Investors
are in any way acting in concert or as a group with respect to such  obligations
or the transactions  contemplated by this Agreement. Each Purchaser acknowledges
that no other Purchaser has acted as agent for such Purchaser in connection with
making its


                                       35


investment  hereunder  and that no other  Purchaser  has acted as agent for such
Purchaser in connection  with making its investment  hereunder and that no other
Purchaser  will  be  acting  as  agent  of such  Purchaser  in  connection  with
monitoring  its  investment  hereunder.  Each  Purchaser  shall be  entitled  to
independently  protect and enforce its rights,  including without limitation the
rights  arising out of this  Agreement,  and it shall not be  necessary  for any
other  Investor to be jointed as an additional  party in any proceeding for such
purpose.  The Company has elected to provide all Purchasers  with the same terms
and form of this Agreement for the convenience of the Company.

         Section 8.16 CONSENT TO JURISDICTION  AND SERVICE OF PROCESS.  (a) Each
of the Company  and Falcon  consents to the  non-exclusive  jurisdiction  of the
federal and state courts  sitting in the Borough of  Manhattan,  The City of New
York,  United States,  and any appellate court from any thereof,  and waives any
immunity  from  the  jurisdiction  of such  courts  over  any  suit,  action  or
proceeding  that may be brought in connection  with this Agreement or any of the
other Transaction Documents.  Each of the Company and Falcon irrevocably waives,
to the fullest extent  permitted by law, any objection to any suit,  action,  or
proceeding  that may be brought in connection  with this Agreement or any of the
other  Transaction  Documents  in such  courts  whether on the grounds of venue,
residence or domicile or on the ground that any such suit,  action or proceeding
has been brought in an inconvenient forum. Each of the Company and Falcon agrees
that the final judgment in any such suit,  action or proceeding  brought in such
court shall be  conclusive  and binding upon the Company or Falcon,  as the case
may be,  and may be  enforced  in any  court to the  jurisdiction  of which  the
Company or Falcon,  as the case may be, is subject by a suit upon such judgment;
PROVIDED that service of process is effected upon the Company or Falcon,  as the
case may be, in the  manner  provided  by this  Agreement.  Notwithstanding  the
foregoing,  any suit,  action or  proceeding  brought  in  connection  with this
Agreement or any of the other  Transaction  Documents  may be  instituted in any
other court of competent jurisdiction.

                  (b) Each of the Company and Falcon  agrees that service of all
writs,  process  and  summonses  in any suit,  action or  proceeding  brought in
connection with this Agreement or any of the other Transaction Documents against
the Company or Falcon in any court of the State of New York or any United States
federal  court  sitting in the Borough of  Manhattan,  New York City,  New York,
United  States,  may be made upon  DeHeng Chen Chan LLC at 225  Broadway,  Suite
19010, New York, New York 10007, whom each of the Company or Falcon  irrevocably
appoints as its authorized agent for service of process. Each of the Company and
Falcon  represents  and warrants  that DeHeng Chen Chan LLC has agreed to act as
the Company's and Falcons' agent for service of process. Each of the Company and
Falcon agrees that such  appointment  shall be irrevocable so long as any of the
Securities  remain  outstanding  or until  the  irrevocable  appointment  by the
Company  and  Falcon of a  successor  in The City of New York as its  authorized
agent for such purpose and the acceptance of such appointment by such successor.
Each of the  Company  and  Falcon  further  agrees  to take any and all  action,
including  the filing of any and all  documents  and  instructions,  that may be
necessary to continue such appointment in full force and effect as aforesaid. If
DeHeng Chen Chan LLC shall cease to act as the  Company's or Falcon's  agent for
service of process,  the Company or Falcon,  as the case may be,  shall  appoint
without  delay  another  such agent and  provide  prompt  written  notice to the
Purchasers of such appointment.  With respect to any such action in any court of
the State of


                                       36


New York or any United States  federal  court in the Borough of  Manhattan,  New
York City, service of process upon DeHeng Chen Chan LLC, as the authorized agent
of the  Company or  Falcon,  as the case may be, for  service  of  process,  and
written  notice of such  service to the  Company or Falcon,  as the case may be,
shall be deemed, in every respect, effective service of process upon the Company
or Falcon, as the case may be.

                  (c) Nothing in this Section 8.16 shall affect the right of any
party to serve legal process in any other manner  permitted by law or affect the
right of any party to bring any action or proceeding  against any other party or
its property in the courts of other jurisdictions.

         Section 8.17 NOTIFICATION UNDER  CERTIFICATION OF DESIGNATION.  Each of
Special  Situations  Private Equity Fund, L.P.,  Special  Situations Fund II QP,
L.P. and Special  Situations Fund III, L.P. hereby notifies the Company (and the
Secretary of the Company)  that such person  irrevocably  elects not to have the
provisions of Subsection E.5(i) of the Certificate of Designations  apply to any
Shares  owned or  acquired  by such person  hereunder,  and the  Company  hereby
acknowledges receipt of such notification and confirms that such notification is
sufficient  under such  Subsection and that no additional  action is required by
any of such persons to opt out of the restrictions set forth in such Subsection.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.

                                   STRONG TECHNICAL INC.



                                   By:_____________________________________
                                      Name:
                                      Title:


                                   FALCON LINK INVESTMENT LIMITED



                                   By:_____________________________________
                                      Name:
                                      Title:


                                   AMARANTH GLOBAL EQUITIES MASTER FUND LIMITED


                                   By:_____________________________
                                      Name:
                                      Title:

                                       37


                                   ATLAS CAPITAL MASTER FUND LP


                                   By:_____________________________
                                      Name:
                                      Title:

                                   ATLAS CAPITAL (Q.P.), LP


                                   By:_____________________________
                                      Name:
                                      Title:

                                   ATLAS CAPITAL OFFSHORE EXEMPT FUND, LTD.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   BFS US SPECIAL OPPORTUNITIES TRUST PLC


                                   By: _____________________________
                                      Name:
                                      Title:


                                   CRESTVIEW CAPITAL MASTER LLC


                                   By:_____________________________
                                      Name:
                                      Title:

                                   D.H. VERMOEGENSVERWALTUNG -
                                     UND BETEILIGUNGSGESELLSCHAFT MBH


                                   By:_____________________________
                                      Name:
                                      Title:

                                       38


                                   JAYHAWK CHINA FUND (CAYMAN), LTD.


                                   By: _____________________________
                                   Name:
                                   Title:


                                   PINNACLE CHINA FUND, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   RENAISSANCE US GROWTH INVESTMENT TRUST PLC


                                   By:_____________________________
                                      Name:
                                      Title:



                                   __________________________________
                                   MICHAEL ROSS


                                   SANDOR CAPITAL MATER FUND, LP


                                   By:_____________________________
                                      Name:
                                      Title:

                                   SOUTHWELL PARTNERS, LP


                                   By:_____________________________
                                      Name:
                                      Title:

                                       39



                                   SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:

                                   SPECIAL SITUATIONS FUND III QP, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   SPECIAL SITUATIONS FUND III, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   SRB GREENWAY OFFSHORE OPERATING FUND, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:

                                   SRB GREENWAY CAPITAL, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   SRB GREENWAY CAPITAL (QP), L.P.


                                   By:_____________________________
                                      Name:
                                      Title:

                                       40


                                   VISION OPPORTUNITY MASTER FUND, LTD.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   WS OPPORTUNITY FUND INTERNATIONAL, LTD.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   WS OPPORTUNITY FUND, L.P.


                                   By:_____________________________
                                      Name:
                                      Title:


                                   WS OPPORTUNITY FUND (QP), L.P.


                                   By:_____________________________
                                      Name:
                                      Title:



                                       41




                                                                       EXHIBIT A

                               LIST OF PURCHASERS



                                                                                NUMBER OF           DOLLAR
                NAMES AND ADDRESSES OF                   NUMBER OF SHARES       WARRANTS            AMOUNT
                     PURCHASERS                              PURCHASED          PURCHASED        OF INVESTMENT
                     ----------                              ---------          ---------        -------------

                                                                                          
Pinnacle China Fund, L.P.                                   1,500,000          26,511,750          $6,000,000
4965 Preston Park Blvd
Suite 240
Plano, TX 75093

Amaranth Global Equities Master Fund Limited                  250,000           4,418,625          $1,000,000
c/o Dundee Leeds Management Services (Cayman) Ltd.
Waterfront Centre
28 N. Church St, 2nd Fl
George Town, Grand Cayman
Cayman Islands, British West Indies

Atlas Capital Master Fund LP                                  283,750           5,015,139          $1,135,000
c/o Admiral Administration
Admiral Financial Center, 5th Floor
90 Fort Street
Box 32021
SMB
Grand Cayman, Cayman Islands

Atlas Capital (Q.P.), L.P.                                    172,000           3,040,014            $688,000
100 Crescent Court
Suite 880
Dallas, TX 75201

Atlas Capital Offshore Exempt Fund, Ltd.                       44,250             782,097            $177,000
c/o Admiral Administration
Admiral Financial Center, 5th Floor
90 Fort Street
Box 32021
SMB
Grand Cayman, Cayman Islands

BFS US Special Opportunities Trust PLC                        250,000           4,418,625          $1,000,000
Front National Bank
100 W. Houston Street
San Antonio, TX 78205
Attn:  Henri Domingues T-8

Crestview Capital Master LLC                                  250,000           4,418,625          $1,000,000
95 Revere Drive, Suite A
Northbrook IL 60062

                                      A-1





                                                                                NUMBER OF           DOLLAR
                NAMES AND ADDRESSES OF                   NUMBER OF SHARES       WARRANTS            AMOUNT
                     PURCHASERS                              PURCHASED          PURCHASED        OF INVESTMENT
                     ----------                              ---------          ---------        -------------
                                                                                          
D.H. Vermoegensverwaltung - und                             1,250,000          22,093,125          $5,000,000
  Beteiligungsgesellschaft mbH
Op de Loh 7
25337 Elmshorn
Germany

Jayhawk China Fund (Cayman), Ltd.                             500,000           8,837,250          $2,000,000
c/o Genesis Fund Service Limited
8201 Mission Road, Suite 110
Prairie Village, KS 66208

Renaissance US Growth Investment Trust PLC                    250,000           4,418,625          $1,000,000
Front National Bank
100 W. Houston Street
San Antonio, TX 78205
Attn:  Henri Domingues T-8
Dallas, TX 75206

Michael P. Ross                                                75,000           1,325,588            $300,000
300 Central Park West, Apt. 15-C2
New York, New York 10024

Sandor Capital Master Fund, LP                                125,000           2,209,313            $500,000
2828 Routh Street
Suite 500
Dallas, TX 75201

Southwell Partners, LP                                        437,500           7,732,594          $1,750,000
1901 North Akard Street
Dallas, TX 75201

Special Situations Private Equity Fund, L.P.                  214,500           3,791,180            $858,000
527 Madison Avenue, Suite 2600
New York, NY 10022

Special Situations Fund III QP, L.P.                          492,750           8,709,110          $1,971,000
527 Madison Avenue, Suite 2600
New York, NY 10022

Special Situations Fund III, L.P.                              42,750             755,585            $171,000
527 Madison Avenue, Suite 2600
New York, NY 10022

SRB Greenway Offshore Operating Fund, L.P.                      6,674             117,960             $26,700
300 Crescent Court, Suite 1111
Dallas, TX 75201
Attn:  Joe Worsham



                                      A-2




                                                                                NUMBER OF           DOLLAR
                NAMES AND ADDRESSES OF                   NUMBER OF SHARES       WARRANTS            AMOUNT
                     PURCHASERS                              PURCHASED          PURCHASED        OF INVESTMENT
                     ----------                              ---------          ---------        -------------

                                                                                          
SRB Greenway Capital, L.P.                                     13,326             235,530             $53,300
300 Crescent Court, Suite 1111
Dallas, TX 75201
Attn:  Joe Worsham

SRB Greenway Capital (QP), L.P.                               105,000           1,855,823            $420,000
300 Crescent Court, Suite 1111
Dallas, TX 75201
Attn:  Joe Worsham

Vision Opportunity Master Fund, Ltd.                          450,000           7,953,525          $1,800,000
317 Madison Avenue, Suite 1220
New York, NY 10017

WS Opportunity Fund International, Ltd.                        95,000           1,679,078            $380,000
300 Crescent Court, Suite 1111
Dallas, TX 75201
Attn:  Joe Worsham

WS Opportunity Fund, L.P.                                      55,000             972,098            $220,000
300 Crescent Court, Suite 1111
Dallas, TX 75201
Attn:  Joe Worsham

WS Opportunity Fund (QP), L.P.                                 37,500             662,794            $150,000
300 Crescent Court, Suite 1111
Dallas, TX  75201
Attn:  Joe Worsham




                                       A-3


                                                                       EXHIBIT B

                                 FORM OF WARRANT








                                       B-1





                                                                       EXHIBIT C

                                 FORM OF OPINION

         1. The Company is a corporation duly incorporated, validly existing and
in good  standing  under the laws of the State of Delaware and has the requisite
corporate  power to own,  lease and operate its  properties  and assets,  and to
carry on its business as presently conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the failure to so qualify would have a Material Adverse Effect.

         2. The Company has the requisite corporate power and authority to enter
into and perform its  obligations  under (i) the  Transaction  Documents  and to
issue the Shares, the Conversion Shares, the Warrants and the Warrant Shares and
(ii) the Exchange  Documents and to  consummate  the  Exchange.  The  execution,
delivery and performance of each of the  Transaction  Documents and the Exchange
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby  have been duly and validly  authorized  by all  necessary
corporate  action and no further consent or  authorization of the Company or its
Board of  Directors  is  required.  Each of the  Transaction  Documents  and the
Exchange Documents have been duly executed and delivered, and the Shares and the
Warrants have been duly  executed,  issued and delivered by the Company and each
of the  Transaction  Documents and the Exchange  Documents  constitutes a legal,
valid and binding obligation of the Company  enforceable  against the Company in
accordance with its respective terms. The Shares,  the Warrants,  the Conversion
Shares and the Warrant Shares are not subject to any preemptive rights under the
Certificate or the Bylaws or any Material Agreement (as defined below).

         3. The Shares have been duly  authorized  and, when  delivered  against
payment in full as provided in the Purchase  Agreement,  will be validly issued,
fully  paid and  nonassessable  and will have the  relative  rights,  powers and
preferences set forth in the Certificate of Designations. The Conversion Shares,
have been duly  authorized  and reserved for issuance,  and, when delivered upon
conversion of the Shares, will be validly issued,  fully paid and nonassessable.
The Warrant Shares,  have been duly  authorized and reserved for issuance,  and,
when  delivered  upon  exercise  or against  payment in full as  provided in the
Warrants, will be validly issued, fully paid and nonassessable.

         4. The execution,  delivery and  performance of and compliance with the
terms of the Transaction  Documents and the Exchange  Documents and the issuance
of the Shares,  the Conversion  Shares,  the Warrants and the Warrant Shares and
the  consummation  of the  Exchange  do not (a)  violate  any  provision  of the
Certificate  or Bylaws,  (b) conflict with, or constitute a default (or an event
which with  notice or lapse of time or both would  become a default)  under,  or
give  to  others  any  rights  of   termination,   amendment,   acceleration  or
cancellation of, any material  agreement,  mortgage,  deed of trust,  indenture,
note,  bond,  license,  lease  agreement,  instrument or obligation to which the
Company  or any of its  Subsidiaries  is a party or by which the  Company or any
Subsidiary  is bound or to which any of the assets or  properties of the Company
or any Subsidiary are subject (in each case after giving effect to the Exchange)
and  identified as a material  agreement in the officer's  certificate  attached
hereto (collectively,  the "Material Agreements"),  (c) create or impose a lien,
charge  or  encumbrance  on any  property  of the


                                      C-1


Company  under any  Material  Agreement,  or (d)  result in a  violation  of any
Federal,  state, local or foreign statute,  rule,  regulation,  order, judgment,
injunction  or  decree   (including   Federal  and  state  securities  laws  and
regulations)  applicable  to the  Company  or any  Subsidiary  or by  which  any
property or asset of the Company or any Subsidiary is bound or affected (in each
case after  giving  effect to the  Exchange),  except,  in all cases  other than
violations  pursuant to clauses (a) and (d) above, for such conflicts,  default,
terminations,  amendments,  acceleration,  cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect.

         5. No consent, approval or authorization of or designation, declaration
or filing with any governmental authority or any other Person on the part of the
Company is required  under  Federal,  state or local law,  rule or regulation or
under  the  terms  of any  Material  Agreement  in  connection  with  the  valid
execution, delivery and performance of the Transaction Documents or the Exchange
Documents,  the  consummation of the Exchange or the offer,  sale or issuance of
the Shares, the Conversion Shares, the Warrants or the Warrant Shares other than
filings as may be required by applicable  Federal and state  securities laws and
regulations.

         6. To our knowledge,  there is no action, suit, claim, investigation or
proceeding  pending or threatened  against the Company or any Subsidiary  (after
giving  effect to the  Exchange)  which  questions  the  validity  of any of the
Transaction Documents or the Exchange Documents or the transactions contemplated
thereby or any action taken or to be taken pursuant thereto. There is no action,
suit,  claim,   investigation  or  proceeding  pending,  or  to  our  knowledge,
threatened,  against or involving  the Company or any  Subsidiary  (after giving
effect to the  Exchange)  or any of their  respective  properties  or assets and
which,  if adversely  determined,  is reasonably  likely to result in a Material
Adverse Effect. There are no outstanding orders, judgments,  injunctions, awards
or decrees of any court,  arbitrator or  governmental or regulatory body against
the Company or any Subsidiary or any officers or directors of the Company or any
Subsidiary  (in  each  case  after  giving  effect  to the  Exchange)  in  their
capacities as such.

         7. The offer,  issuance and sale of the Shares and the Warrants and the
offer,  issuance  and  sale of the  Conversion  Shares  and the  Warrant  Shares
pursuant to the Agreement and the Warrants,  as applicable,  are exempt from the
registration requirements of the Securities Act of 1933, as amended.

         8. The Company is not, and as a result of and immediately  upon Closing
and after giving effect to the Exchange will not be, an "investment  company" or
a company  "controlled"  by an "investment  company,"  within the meaning of the
Investment Company Act of 1940, as amended.


                                       C-2



                                                                       EXHIBIT D

                       FORM OF CERTIFICATE OF DESIGNATIONS







                                       D-1



                                                                       EXHIBIT E

                      FORM OF REGISTRATION RIGHTS AGREEMENT









                                       E-1




                                                                       EXHIBIT F

                    FORM OF MAKE GOOD SHARE ESCROW AGREEMENT










                                       F-1








                                                                       EXHIBIT G

                              FINANCIAL STATEMENTS










                                       G-1








                                                                       EXHIBIT H

                     FORM OF PURCHASE PRICE ESCROW AGREEMENT











                                       H-1




                                                                       EXHIBIT I

                        FORM OF CONSENTS TO JURISDICTION














                                       I-1







                                                                       EXHIBIT J

                            FORM OF LOCK-UP AGREEMENT









                                       J-1

EX-10.17

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement (the  "Agreement")  is made as of
January 30, 2006, by and between Strong  Technical Inc., a Delaware  corporation
(the  "Company"),  and those  persons  whose names appear on Schedule A, as such
Schedule A is amended from time to time (collectively, the "Investors").

                                   WITNESSETH:


         WHEREAS,  the Company has entered into a Securities Purchase Agreement,
dated January 30, 2006,  with each of the Investors (the "Purchase  Agreement"),
pursuant  to which  each  Investor  has  agreed  to  purchase  units,  each unit
consisting of two shares of the Company's Series A Convertible  Preferred Stock,
$.001 par value per share  ("Series A Preferred  Stock"),  and a stock  purchase
warrant (a "Warrant") to purchase one share of Common Stock (defined below), for
$0.1414467, subject to adjustment; and

         WHEREAS,  as a  condition  to  the  consummation  of  the  transactions
contemplated by the Purchase Agreement,  the Company has agreed to grant certain
registration  rights to the Investors on the terms and  conditions  set forth in
this Agreement.

         NOW, THEREFORE,  in consideration of the premises and mutual agreements
contained herein, the parties hereto agree as follows:

         1.  DEFINITIONS.  The following terms used in this Agreement shall have
the meanings set forth below:

                   1.1 "Commission" means the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  1.2  "Common  Stock"  shall mean the common  stock,  par value
$.001 per  share,  of the  Company,  or any class of  securities  into which the
Common Stock may be reclassified hereafter.

                  1.3 "Exchange Act" means the Securities  Exchange Act of 1934,
as amended, or any similar federal statute enacted hereafter,  and the rules and
regulations  of the  Commission  thereunder,  all as the same shall be in effect
from time to time.

                  1.4 "Form S-1" means such form under the  Securities Act as in
effect on the date  hereof or any  registration  form under the  Securities  Act
subsequently  adopted by the Commission which permits inclusion or incorporation
of substantial  information by reference to other documents filed by the Company
with the Commission.

                  1.5 "Person"  shall mean any  individual,  firm,  corporation,
partnership,  limited liability company,  trust,  incorporated or unincorporated
association,  joint venture,  joint stock  company,  government (or an agency or
political subdivision thereof) or other entity of any kind.





                  1.6 "Register," "Registered" and "Registration" shall refer to
a  registration  effected by preparing  and filing a  registration  statement in
compliance   with  the  Securities  Act  and  the  declaration  or  ordering  of
effectiveness of such registration statement by the Commission.

                  1.7 "Registrable  Securities" means the shares of Common Stock
issuable upon the conversion of the Series A Preferred Stock and/or the exercise
of the Warrants purchased pursuant to the Purchase Agreement.

                  1.8 "Registration Expenses" means all expenses incurred by the
Company in  compliance  with  Section 3 of this  Agreement,  including,  without
limitation,  all registration and filing fees, listing fees,  printing expenses,
fees and disbursements of counsel and accountants for the Company, blue sky fees
and expenses,  the expenses of any special audits incident to or required by any
such  registration  and the expense of any "comfort  letters" (but excluding the
compensation  of regular  employees of the  Company,  which shall be paid in any
event by the Company).

                  1.9  "Required   Investors"  means  the  Investors  holding  a
majority of the Registrable Securities.

                  1.10  "Securities  Act" means the  Securities  Act of 1933, as
amended,  or any similar federal statute  enacted  hereafter,  and the rules and
regulations  of the  Commission  thereunder,  all as the same shall be in effect
from time to time.

                  1.11  "Selling  Expenses"  means all  selling  commissions  or
underwriter's discounts applicable to the sale of Registrable Securities.

         2. REGISTRATION.

                  2.1 The Company will file,  within 70 days of the date of this
Agreement (the "Filing  Date"),  a  registration  statement on Form S-1 (or such
other form as is appropriate)  registering the offer and sale of the Registrable
Securities  by the holders  thereof and  containing  the "PLAN OF  DISTRIBUTION"
attached  hereto as  SCHEDULE  B.  Except  for those  holders  of the  Company's
securities  with  registration  rights listed on SCHEDULE 2.1(W) to the Purchase
Agreement,  such  registration  statement shall not include any shares of Common
Stock or other  securities for the account of any other holder without the prior
written consent of the holders of a majority of the Registrable Securities.

                  2.2 Upon  the  written  demand  of any  Investor  and upon any
change in the Warrant  Price (as defined in the Warrants)  such that  additional
shares of Common Stock become  issuable upon the exercise of the  Warrants,  the
Company shall prepare and file with the SEC one or more registration  statements
on Form S-1 or amend the  registration  statement  filed pursuant to Section 2.1
above, if such registration statement has not previously been declared effective
(or,  if  Form  S-1 is not  then  available  to the  Company,  on  such  form of
registration  statement as is then available to effect a registration for resale
of such additional shares of Common Stock (the "ADDITIONAL SHARES"),  subject to
the Required  Investors'  consent) covering the resale of the Additional Shares,
but only to the extent the  Additional  Shares are not at the time covered by an


                                       2


effective registration statement.  Such registration statement also shall cover,
to the  extent  allowable  under the  Securities  Act and the rules  promulgated
thereunder  (including Rule 416), such indeterminate number of additional shares
of Common  Stock  resulting  from  stock  splits,  stock  dividends  or  similar
transactions with respect to the Additional Shares.

                  2.3 Promptly  following  the date (the  "QUALIFICATION  DATE")
upon which the Company becomes eligible to use a registration  statement on Form
S-3 to register the Registrable  Securities or Additional Shares, as applicable,
for resale,  but in no event more than thirty (30) days after the  Qualification
Date (the  "QUALIFICATION  DEADLINE"),  the  Company  shall file a  registration
statement on Form S-3 covering the Registrable  Securities or Additional Shares,
as applicable  (or a  post-effective  amendment on Form S-3 to any  registration
statement  on  Form  S-1) (a  "SHELF  REGISTRATION  STATEMENT")  and  shall  use
commercially reasonable efforts to cause such Shelf Registration Statement to be
declared effective as promptly as practicable thereafter.

                  2.4 If (a) the registration  statement required by Section 2.1
is not filed by the Filing Date or is not declared  effective by the  Commission
within  120  days of the  date  of  this  Agreement  (unless  such  registration
statement  is subject to a partial or full  review by the  Commission,  in which
case such date by which the registration statement must be declared effective by
the Commission  shall be extended to the earlier of (i) 60 days from the date of
the first comment letter received by the Company from the Commission or (ii) 150
days from the date of this Agreement),  (b) a registration statement required by
Section 2.2 is not filed  within 20 days of the date of request by any  Investor
or such registration  statement is not declared effective within 120 days of the
date of such request (unless such registration statement is subject to a partial
or full  review  by the  Commission,  in  which  case  such  date by  which  the
registration  statement must be declared  effective by the  Commission  shall be
extended to the earlier of (i) 60 days from the date of the first comment letter
received by the Company  from the  Commission  or (ii) 150 days from the date of
such request),  (c) a Shelf Registration covering the Registrable  Securities is
not  filed  by the  Commission  on or  prior to the  Qualification  Deadline  or
declared  effective within 120 days of the  Qualification  Deadline (unless such
registration statement is subject to a partial or full review by the Commission,
in which case such date by which the  registration  statement  must be  declared
effective by the Commission shall be extended to the earlier of (i) 60 days from
the date of the first comment letter received by the Company from the Commission
or (ii) 150 days from the Qualification  Deadline), (d) a registration statement
filed  pursuant to this  Agreement is not declared  effective by the  Commission
within five days of the date the  Company  receives  notice from the  Commission
that such registration statement will not be reviewed or is no longer subject to
further  review  and  comments,  or (e)  after a  registration  statement  filed
pursuant to this Agreement has been declared effective by the Commission,  sales
cannot be made pursuant to such registration statement for any reason (including
without limitation by reason of a stop order, or the Company's failure to update
the registration statement), but excluding the inability of any Investor to sell
the Registrable  Securities  covered thereby due to market conditions and except
as excused  pursuant  to Section  2.5 below  (any such  failure or breach  being
referred to as an "Event" and the date on which such Event occurs being referred
to as "Event  Date"),  then,  on the Event Date and on the date of every monthly
anniversary  thereof  until the Event is cured,  the  Company  shall pay to each
Investor an amount in cash, as liquidated damages and not as a penalty, equal to
1.5% of the amount paid by such Investor pursuant to the Purchase  Agreement for
the Registrable  Securities purchased by such



                                       3


Investor.  If the Company fails to pay any liquidated  damages  pursuant to this
Section 2.4 in full within three days after the date  payable,  the Company will
pay to the  Investor  interest  thereon  at the rate of 12% per  annum  (or such
lesser maximum amount that is permitted to be paid by applicable law),  accruing
daily from the date such liquidated damages are due until such amounts, plus all
such interest thereon,  are paid in full. The liquidated damages pursuant to the
terms hereof shall apply on a pro-rata basis for any portion of a month prior to
the cure of an Event.

                  2.5 For not more than  twenty (20)  consecutive  days or for a
total of not more than forty (40) trading days in any twelve (12) month  period,
the  Company  may  delay  the  disclosure  of  material  non-public  information
concerning the Company,  by suspending the use of any Prospectus included in any
registration   statement   contemplated   by  this  Section  2  containing  such
information,  the  disclosure  of which at the  time is not,  in the good  faith
opinion of the  Company,  in the best  interests  of the  Company  (an  "ALLOWED
DELAY");  provided,  that the Company shall promptly (a) notify the Investors in
writing of the existence of (but in no event,  without the prior written consent
of an Investor,  shall the Company disclose to such Investor any of the facts or
circumstances  regarding)  material  non-public  information  giving  rise to an
Allowed Delay,  (b) advise the Investors in writing to cease all sales under any
registration  statement  until  the  end  of  the  Allowed  Delay  and  (c)  use
commercially  reasonable  efforts to terminate  an Allowed  Delay as promptly as
practicable.

         3. EXPENSES OF  REGISTRATION.  All  Registration  Expenses  incurred in
connection with any registration,  qualification or compliance  pursuant to this
Agreement will be borne by the Company,  and all Selling  Expenses will be borne
by the Investors.

         4. REGISTRATION PROCEDURES.

                  4.1 With respect to any  registration  effected by the Company
pursuant  to  this  Agreement,  the  Company  will  confirm  initiation  of  the
registration  by giving written  notice of initiation and completion  thereof to
all of the Investors and will, at its expense:

                      (a)  Keep  the   registration   statement   covering   the
Registrable  Securities  continuously effective for a period that will terminate
upon the earlier of (i) the date on which all Registrable  Securities covered by
such  registration  statement as amended from time to time,  have been sold, and
(ii) the date on which all Registrable  Securities  covered by such registration
statement may be sold pursuant to Rule 144(k) (the  "EFFECTIVENESS  PERIOD") and
advise the Investors in writing when the Effectiveness Period has expired;


                      (b) Prepare and file with the Commission  such  amendments
and  supplements  to such  registration  statement  and the  prospectus  used in
connection with such  registration  statement as may be necessary to comply with
the  provisions of the  Securities  Act with respect to the  disposition  of all
securities covered by such registration statement;

                      (c)  Notify  each  seller  of the  Registrable  Securities
covered by the  registration  statement of the  declaration by the Commission of
the effectiveness of such registration statement and of any stop order issued or
threatened by the Commission in connection therewith;



                                       4


                      (d) Comply  with Rule 172 and, if the Company is unable to
satisfy the conditions of Rule 172, so notify the Investors and promptly furnish
such number of prospectuses and other documents incident thereto,  including any
amendment of or supplement to the  prospectus,  as an Investor from time to time
may reasonably request;

                      (e) Notify each seller of Registrable  Securities  covered
by the registration statement of the happening of any event as a result of which
the  prospectus  included  in the  registration  statement,  as then in  effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading or incomplete in the light of the  circumstances  then existing,
and at the  request of any such  seller,  prepare  and file with the  Commission
pursuant to Rule 424(b) and, if requested by any seller,  furnish to such seller
a  reasonable  number of  copies  of a  supplement  to or an  amendment  of such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a  material  fact or omit to state a  material  fact  required  to be  stated
therein or necessary to make the statements therein not misleading or incomplete
in the light of the circumstances then existing;

                      (f) List all such Registrable Securities registered in the
registration on each securities  exchange or automated quotation system on which
the Common Stock of the Company is then listed;

                      (g)  Provide  a  transfer  agent  and  registrar  for  all
Registrable  Securities and a CUSIP number for all such Registrable  Securities,
not later than the effective date of the registration;

                      (h) Make  available for inspection by any Investor and any
attorney or accountant  retained by any such  Investor,  all financial and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers  and  directors  to supply all  information  reasonably
requested by any such  Investor,  attorney or accountant in connection  with the
registration statement;

                      (i) Furnish to each selling  Investor  upon request a copy
of all documents filed with and all correspondence  from or to the Commission in
connection with the offering;

                      (j) Use its commercially reasonable efforts to register or
qualify the Registrable  Securities covered by the registration  statement under
the securities or "blue sky" laws of such jurisdictions within the United States
as any seller of Registrable  Securities  covered by the registration  statement
may reasonably request,  provided,  however,  that the Company shall not for any
such purpose be required to qualify  generally to transact business as a foreign
corporation  in any  jurisdiction  where it is not so qualified or to consent to
general service of process in any such jurisdiction; and

                      (k)  Make  available  to  its  stockholders,  as  soon  as
reasonably practicable, an earnings statement covering the period of at least 12
months,  but not more than 18



                                       5


months,  beginning  with  the  first  month  after  the  effective  date  of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act.

                  4.2 It shall be a condition  precedent to the  obligations  of
the  Company to take any action  pursuant  to this  Agreement  in respect of the
Registrable  Securities of any Investor that such Investor  shall furnish to the
Company such information regarding itself and the Registrable Securities held by
it as  the  Company  shall  reasonably  request  and as  shall  be  required  in
connection with the action to be taken by the Company.

                  4.3 In  connection  with the  preparation  and  filing  of the
registration statement under this Agreement, the Company will give the Investors
on whose  behalf such  Registrable  Securities  are to be  registered  and their
respective  counsel and  accountants the opportunity to review and make comments
to the registration  statement,  each prospectus  included therein or filed with
the Commission,  and each amendment thereof or supplement thereto, and will give
each such  Investor  such  access to the  Company's  books and  records and such
opportunities  to discuss the  business of the Company  with its  officers,  its
counsel and the independent  public accountants who have certified the Company's
financial statements, as shall be necessary, in the opinion of such Investors or
their  counsel,  in order to conduct a  reasonable  and  diligent  investigation
within the meaning of the Securities Act.

         5.       INDEMNIFICATION.

                  5.1 To the extent permitted by law, the Company will indemnify
and hold harmless each Investor,  each of its officers,  directors and partners,
and each Person, if any, controlling such Investor,  against all losses, claims,
damages and  liabilities  (or actions,  proceedings  or  settlements  in respect
thereof),  joint  or  several,  to which  they  may  become  subject  under  the
Securities  Act or  otherwise,  insofar  as such  losses,  claims,  damages,  or
liabilities  (or actions,  proceedings or settlements in respect  thereof) arise
out of or are  based  upon (i) any  breach  by the  Company  of its  obligations
hereunder,  (ii) any  untrue  statement  or  alleged  untrue  statement,  or any
misstatement  of a material  fact or  alleged  misstatement  of a material  fact
contained in the registration statement, including any prospectus, "free writing
prospectus" as defined in Rule 163 under the Securities Act,  offering  circular
or other  document,  notification  or the like, or any amendments or supplements
thereto,  or arise out of or are based upon the omissions or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading,  or (iii) any violation by the Company of
applicable  state  and  federal  securities  laws  or  any  rule  or  regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with the registration, qualification or compliance;
and will  reimburse  each such  Investor,  each of its  officers,  directors and
partners,  and each Person, if any, controlling such Investor,  for any legal or
other expenses  reasonably  incurred and as incurred by them in connection  with
investigating or defending or settling any such loss, claim, damage,  liability,
or action;  PROVIDED,  HOWEVER, that the Company shall not be liable in any such
case for any such loss, claim, damage,  liability,  or action to the extent that
it  arises  out of or is  based  upon an  untrue  statement  or  alleged  untrue
statement  or  omission  or  alleged   omission  or   misstatement   or  alleged
misstatement made in reliance upon and based upon written information  furnished
to the Company  expressly for use in connection  with such  registration  by any
such Investor or controlling Person.



                                       6


                  5.2 To the extent  permitted by law, each  Investor  severally
but not jointly  will,  if  Registrable  Securities  held by such  Investor  are
included  in the  securities  as to which  the  registration,  qualification  or
compliance is being effected,  indemnify and hold harmless the Company,  each of
its directors and officers who have signed the registration statement,  and each
Person, if any, who controls the Company (other than such Investor), against all
losses, claims, damages and liabilities (or actions,  proceedings or settlements
in  respect  thereof)  to  which  the  Company  or any such  director,  officer,
controlling Person,  agent or attorney may become subject,  under the Securities
Act or otherwise,  insofar as such losses,  claims,  damages, or liabilities (or
actions,  proceedings  or  settlements  in respect  thereof) arise out of or are
based upon any untrue statement or alleged untrue statement or misstatement of a
material  fact or alleged  misstatement  of a  material  fact  contained  in the
registration   statement,   including  any   prospectus  or  any  amendments  or
supplements  thereto,  or arise out of or are based upon the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein not  misleading,  in each case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or  omission  or  alleged   omission  or   misstatement   or  alleged
misstatement was made in such registration statement,  prospectus, or amendments
or  supplements  thereto,  in  reliance  upon  and in  conformity  with  written
information with respect to such Investor  furnished by such Investor  expressly
for use in  connection  with  such  registration;  and each such  Investor  will
reimburse any legal or other expenses reasonably  incurred by the Company,  each
of its directors and officers,  and each Person  controlling the Company for any
legal or any other expenses reasonably incurred in connection with investigating
or defending any such loss, claim,  damage,  liability,  or action, in each case
only to the extent that such untrue  statement  or alleged  untrue  statement or
omission or alleged omission is made in the registration statement,  prospectus,
offering  circular or other  document in reliance  upon and in  conformity  with
written  information  furnished to the Company by such Investor and stated to be
specifically for use therein. Notwithstanding anything to the contrary contained
herein,  no Investor  shall be liable  under this  Section 5.2 for any amount in
excess  of the net  proceeds  to such  Investor  from  the  sale of  Registrable
Securities giving rise to such liability.

                  5.3 Promptly after receipt by an indemnified  party under this
paragraph of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against any indemnifying party
under  this  paragraph,   notify  the  indemnifying  party  in  writing  of  the
commencement  thereof  and the  indemnifying  party  shall  have  the  right  to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other  indemnifying  party similarly given notice to assume the defense
thereof with counsel mutually  satisfactory to the parties;  PROVIDED,  HOWEVER,
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable  defenses  available to it which are different from
or additional to those available to the indemnifying  party, or if the interests
of the indemnified party may reasonably be deemed to conflict with the interests
of the indemnifying  party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defense and otherwise to participate
in the  defense  of such  action,  with the  expense  and fees of such  separate
counsel and other expenses  relating to such  participation  to be reimbursed by
the indemnifying party as incurred.  The failure to notify an indemnifying party
promptly of the  commencement of any such action,  if prejudicial to his ability
to defend such action, shall not relieve such indemnifying party of liability to
the indemnified party under this paragraph,  but such liability shall be reduced
in accordance  with the extent of such prejudice.  No  indemnifying



                                       7


party will, except with the consent of the indemnified  party,  consent to entry
of any  judgment  or enter  into any  settlement  that  does not  include  as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnified  party of a release  from all  liability in respect of such claim or
litigation.

                  5.4 If for any  reason  the  indemnification  provided  for in
Sections 5.1 and 5.2 is unavailable to an indemnified  party or  insufficient to
hold  it  harmless,   other  than  as  expressly  specified  therein,  then  the
indemnifying  party  shall  contribute  to the  amount  paid or  payable  by the
indemnified party as a result of such loss,  claim,  damage or liability in such
proportion as is appropriate  to reflect the relative  fault of the  indemnified
party  and the  indemnifying  party,  as well as any  other  relevant  equitable
considerations.  No person  guilty of  fraudulent  misrepresentation  within the
meaning of Section 11(f) of the Securities Act shall be entitled to contribution
from any  person not guilty of such  fraudulent  misrepresentation.  In no event
shall the  contribution  obligation  of a holder of  Registrable  Securities  be
greater in amount than the dollar  amount of the  proceeds  (net of all expenses
paid by such holder in connection  with any claim relating to this Section 5 and
the amount of any damages  such  holder has  otherwise  been  required to pay by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission) received by it upon the sale of the Registrable Securities giving rise
to such contribution obligation.


         6. OBLIGATIONS OF THE INVESTORS.

                  (a) Each Investor shall furnish in writing to the Company such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended  method of disposition  of the  Registrable  Securities  held by it, as
shall be  reasonably  required to effect the  registration  of such  Registrable
Securities and shall execute such documents in connection with such registration
as the Company may reasonably  request. At least five (5) business days prior to
the first  anticipated  filing date of any registration  statement,  the Company
shall notify each  Investor of the  information  the Company  requires from such
Investor  if such  Investor  elects  to have any of the  Registrable  Securities
included  in  the  registration   statement.  An  Investor  shall  provide  such
information  to the  Company at least two (2)  business  days prior to the first
anticipated  filing date of such registration  statement if such Investor elects
to  have  any  of  the  Registrable  Securities  included  in  the  registration
statement.

                  (b)  Each  Investor,  by its  acceptance  of  the  Registrable
Securities  agrees to cooperate with the Company as reasonably  requested by the
Company  in  connection  with  the  preparation  and  filing  of a  registration
statement hereunder, unless such Investor has notified the Company in writing of
its election to exclude all of its Registrable Securities from such registration
statement.

                  (c) Each Investor agrees that, upon receipt of any notice from
the  Company of either (i) the  commencement  of an Allowed  Delay  pursuant  to
Section 2.5 or (ii) the  happening of an event  pursuant to Section 4(e) hereof,
such Investor will immediately discontinue disposition of Registrable Securities
pursuant to the registration  statement  covering such  Registrable  Securities,
until the Investor is advised by the Company that such dispositions may again be
made.


                                       8


         7. TRANSFER OR ASSIGNMENT.  The rights to cause the Company to register
securities  granted by the  Company  under this  Agreement  may be  assigned  or
otherwise  transferred  by any Investor or by any  subsequent  transferee of any
such rights without the written consent of the Company.

         8. NO CONFLICT OF RIGHTS. The Company will not hereafter enter into any
agreement with respect to its securities  which is inconsistent  with the rights
granted to the Investors in this Agreement.  Without  limiting the generality of
the  foregoing,  the Company will not hereafter  enter into any  agreement  with
respect to its securities  which grants or modifies any existing  agreement with
respect to its securities to grant to any holder of its securities in connection
with an incidental  registration of such securities  equal or higher priority to
the rights granted to the Investors in this Agreement.

         9. EXCHANGE ACT  COMPLIANCE.  So long as the Company remains subject to
the  reporting  requirements  of the Exchange  Act,  the Company  shall file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and  regulations  adopted by the Commission  thereunder,  and will
take  all  actions  reasonably   necessary  to  enable  holders  of  Registrable
Securities to sell such securities without registration under the Securities Act
within the  limitation of the  provisions  of (a) Rule 144 under the  Securities
Act,  as such Rule may be  amended  from time to time,  (b) Rule 144A  under the
Securities  Act, as such Rule may be amended from time to time, if applicable or
(c) any similar rules or regulations  hereunder adopted by the Commission.  Upon
the request of any Investor  holding  Registrable  Securities,  the Company will
deliver to such Investor a written  statement as to whether it has complied with
such requirements.

         10. MISCELLANEOUS.

                  10.1  DIRECTLY  OR  INDIRECTLY.  Where any  provision  in this
Agreement  refers to action to be taken by any  person,  or which such person is
prohibited from taking, such provision will be applicable whether such action is
taken directly or indirectly by such person.

                  10.2 GOVERNING LAW. This Agreement will be deemed to have been
made and delivered in New York,  New York and will be governed by, and construed
in  accordance  with,  the internal  laws of the State of New York.  Each of the
parties hereto irrevocably  submits to the exclusive  jurisdiction of the courts
of the  State of New York  located  in New York  County  and the  United  States
District  Court for the  Southern  District  of New York for the  purpose of any
suit,  action,  proceeding  or  judgment  relating  to or  arising  out of  this
Agreement  and the  transactions  contemplated  hereby.  Service  of  process in
connection with any such suit,  action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents
to the jurisdiction of any such court in any such suit, action or proceeding and
to the laying of venue in such court. Each party hereto  irrevocably  waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient  forum.
EACH OF THE  PARTIES  HERETO  WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION  WITH RESPECT TO THIS AGREEMENT AND REPRESENTS  THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.



                                       9


                  10.3  SECTION  HEADINGS.  The  headings  of the  sections  and
subsections of this Agreement are inserted for  convenience  only and may not be
deemed to constitute a part thereof.

                  10.4  NOTICES.  All  communications  and  notices  under  this
Agreement  must be in  writing  and  delivered  by hand or mailed  by  overnight
courier that can provide receipt of delivery or by registered or certified mail,
postage prepaid:

     If to the Company:      Strong Technical Inc.
                             c/o Henan Zhongpin Food Share Co., Ltd.
                             21 Changshe Road
                             Changge City, Henan Province
                             The People's Republic of China

     If to any Investor:     To the address set forth in the Purchase Agreement

                  10.5  SUCCESSORS AND ASSIGNS. This Agreement will inure to the
benefit  of and be  binding  upon  the  successors  and  assigns  of each of the
parties.

                  10.6 ENTIRE  AGREEMENT;  AMENDMENT AND WAIVER.  This Agreement
constitutes  the entire  understanding  of the  parties  hereto  relating to the
subject matter hereof and supersedes all prior agreements or understandings with
respect to the subject matter hereof among such parties.

                  10.7  COUNTERPARTS;  FAX  EXECUTION.  This  Agreement  may  be
executed in one or more  counterparts,  each of which will be deemed an original
and all of which  together will be considered one and the same  agreement.  This
Agreement  may be executed by fax  delivery  of a signed  signature  page to the
other parties and such fax execution will be effective for all purposes.

                  10.8  SEVERABILITY.  Any provision of this Agreement  which is
determined to be illegal, prohibited or unenforceable in any jurisdiction shall,
as to such  jurisdiction,  be  ineffective  to the  extent  of such  illegality,
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof which shall be severable and enforceable according to their terms and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                            [SIGNATURE PAGE FOLLOWS]


                                       10


         EXECUTED:

                                    STRONG TECHNICAL INC.



                                    By:_____________________________________
                                         Name:
                                         Title:


                                    AMARANTH GLOBAL EQUITIES MASTER FUND LIMITED


                                    By: _____________________________

                                          Name:
                                          Title:


                                    ATLAS CAPITAL MASTER FUND LP


                                    By: _____________________________

                                           Name:
                                          Title:


                                    ATLAS CAPITAL (Q.P.), LP


                                    By: _____________________________

                                           Name:
                                          Title:


                                    ATLAS CAPITAL OFFSHORE EXEMPT FUND, LTD.


                                    By: _____________________________

                                            Name:
                                            Title:



                                       11


                                    BFS US SPECIAL OPPORTUNITIES TRUST PLC


                                    By: _____________________________

                                           Name:
                                           Title:


                                    CRESTVIEW CAPITAL MASTER LLC


                                    By: _____________________________

                                           Name:
                                           Title:


                                    D.H. VERMOEGENSVERWALTUNG - und
                                      BETEILIGUNGSGESELLSCHAFT mbH


                                    By: _____________________________

                                           Name:
                                           Title:


                                    JAYHAWK CHINA FUND (CAYMAN), LTD.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    PINNACLE CHINA FUND LP


                                    By: _____________________________

                                           Name:
                                           Title:




                                      12


                                    RENAISSANCE US GROWTH INVESTMENT TRUST PLC


                                    By: _____________________________

                                           Name:
                                           Title:



                                    ____________________________________

                                    MICHAEL ROSS


                                    SANDOR CAPITAL MATER FUND, LP


                                    By: _____________________________

                                           Name:
                                          Title:


                                    SOUTHWELL PARTNERS, LP


                                    By: _____________________________

                                           Name:
                                           Title:


                                    SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    SPECIAL SITUATIONS FUND III QP, L.P.


                                    By: _____________________________

                                           Name:
                                           Title:


                                       13


                                    SPECIAL SITUATIONS FUND III, L.P.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    SRB GREENWAY OFFSHORE OPERATING FUND, L.P.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    SRB GREENWAY CAPITAL, L.P.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    SRB GREENWAY CAPITAL (QP), L.P.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    VISION OPPORTUNITY MASTER FUND, LTD.


                                    By: _____________________________

                                           Name:
                                           Title:




                                       14


                                    WS OPPORTUNITY FUND INTERNATIONAL, LTD.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    WS OPPORTUNITY FUND, L.P.


                                    By: _____________________________

                                           Name:
                                           Title:


                                    WS OPPORTUNITY FUND (QP), L.P.


                                    By: _____________________________

                                           Name:
                                           Title:



                                       15


                                                                      SCHEDULE A

                                LIST OF INVESTORS



Pinnacle China Fund LP

Amaranth Global Equities Master Fund Limited
Atlas Capital Master Fund LP
Atlas Capital (Q.P.), L.P.
Atlas Capital Offshore Exempt Fund, Ltd.
BFS US Special Opportunities Trust PLC
Crestview Capital Master LLC
D.H.  Vermoegensverwaltung - und Beteiligungsgesellschaft mbH
Jayhawk China Fund (Cayman), Ltd.
Renaissance US Growth Investment Trust PLC
Michael Ross
Sandor Capital Master Fund, LP
Southwell Partners, LP
Special Situations Private Equity Fund, L.P.
Special Situations Fund III QP, L.P.
Special Situations Fund III, L.P.
SRB Greenway Offshore Operating Fund, L.P.
SRB Greenway Capital, L.P.
SRB Greenway Capital (QP), L.P.
Vision Opportunity Master Fund, LTD.
WS Opportunity Fund International, Ltd.
WS Opportunity Fund, L.P.
WS Opportunity Fund (QP), L.P.






                                                                      SCHEDULE B

                              PLAN OF DISTRIBUTION

         We are  registering the shares of common stock on behalf of the selling
stockholders. The shares of common stock may be sold in one or more transactions
at fixed  prices,  at  prevailing  market  prices at the time of sale, at prices
related to the  prevailing  market prices,  at varying prices  determined at the
time of sale,  or at negotiated  prices.  These sales may be effected at various
times  in one or  more of the  following  transactions,  or in  other  kinds  of
transactions:

         o        transactions  on any  national  securities  exchange  or  U.S.
                  inter-dealer   system  of  a  registered  national  securities
                  association  on which the common stock may be listed or quoted
                  at the time of sale;

         o        in the over-the-counter market;

         o        in private  transactions  and  transactions  otherwise than on
                  these exchanges or systems or in the over-the-counter market;

         o        in  connection  with short  sales of the shares  entered  into
                  after the  effective  date of the  registration  statement  of
                  which this prospectus is a part;

         o        by  pledge  to  secure  or  in   payment  of  debt  and  other
                  obligations;

         o        through the writing of options, whether the options are listed
                  on an options exchange or otherwise;

         o        in   connection   with   the   writing   of   non-traded   and
                  exchange-traded  call options,  in hedge  transactions  and in
                  settlement   of  other   transactions   in   standardized   or
                  over-the-counter options; or

         o        through a combination of any of the above transactions.

         Each selling stockholder and its successors, including its transferees,
pledgees or donees or their  successors,  may sell the common stock  directly to
the purchaser or through underwriters, broker-dealers or agents, who may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
selling   stockholder  or  the  purchaser.   These  discounts,   concessions  or
commissions as to any particular  underwriter,  broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

         In addition,  any securities  covered by this prospectus  which qualify
for sale pursuant to Rule 144 of the  Securities  Act may be sold under Rule 144
rather than pursuant to this prospectus.


                                      B-1


         The  selling  stockholders  may  from  time to time  pledge  or grant a
security  interest  in some or all of the shares of common  stock  owned by them
and,  if they  default in the  performance  of their  secured  obligations,  the
pledgees or secured  parties may offer and sell shares of common stock from time
to time under this  prospectus,  or under an amendment to this prospectus  under
Rule  424(b)(3)  or other  applicable  provision of the  Securities  Act of 1933
amending the list of selling stockholders to include the pledgee,  transferee or
other successors in interest as selling stockholders under this prospectus.

         In connection  with the sale of our common stock or interests  therein,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions,  which may in turn engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The selling
stockholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  selling
stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

         Upon  being  notified  in  writing  by a selling  stockholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
common stock through a block trade, special offering,  exchange  distribution or
secondary  distribution  or a  purchase  by a broker or  dealer,  we will file a
supplement to this  prospectus,  if required,  pursuant to Rule 424(b) under the
Securities Act,  disclosing (i) the name of each such selling stockholder and of
the participating  broker-dealer(s),  (ii) the number of shares involved,  (iii)
the  price  at which  such the  shares  of  common  stock  were  sold,  (iv) the
commissions paid or discounts or concessions  allowed to such  broker-dealer(s),
where  applicable,   (v)  that  such   broker-dealer(s)   did  not  conduct  any
investigation  to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction.  In addition,
upon being notified in writing by a selling  stockholder that a donee or pledgee
intends to sell more than 500 shares of common stock,  we will file a supplement
to this  prospectus if then required in accordance  with  applicable  securities
law.

         The selling  stockholders  also may transfer  shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in  interest  will  be the  selling  beneficial  owners  for  purposes  of  this
prospectus.

         The  selling  stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions  or discounts  under the  Securities  Act.  Discounts,  concessions,
commissions and similar selling expenses,  if any, that can be attributed to the
sale  of  common  stock  will be paid by the  selling  stockholders  and/or  the
purchasers.  Each selling  stockholder  has



                                      B-2


represented  and  warranted  to us that such  selling  stockholder  acquired the
securities  subject to this  prospectus  in the ordinary  course of such selling
stockholder's business and, at the time of its purchase of such securities, such
selling stockholder had no agreements or understandings, directly or indirectly,
with any person to distribute any such securities.

         We have advised each selling  stockholder that it may not use shares to
be sold under this prospectus to cover short sales of common stock made prior to
the date on which the  registration  statement of which this prospectus  forms a
part  shall  have  been  declared  effective  by the  Commission.  If a  selling
stockholder  uses  this  prospectus  for any sale of  common  stock,  it will be
subject to the  prospectus  delivery  requirements  of the  Securities  Act. The
selling   stockholders  will  be  responsible  to  comply  with  the  applicable
provisions  of the  Securities  Act and the  Exchange  Act,  and the  rules  and
regulations thereunder promulgated, including, without limitation, Regulation M,
as applicable to such selling  stockholders  in connection with resales of their
respective shares under this prospectus.

         We entered into a registration  rights agreement for the benefit of the
selling  stockholders to register the common stock under applicable  federal and
state  securities  laws.  The   registration   rights  agreement   provides  for
cross-indemnification  of the  selling  stockholders  and us and our  respective
directors,  officers and  controlling  persons against  specific  liabilities in
connection  with the offer and sale of the common stock,  including  liabilities
under the Securities Act. We will pay substantially all of the expenses incurred
by the selling  stockholders  incident to the  registration  of the offering and
sale of the common stock.

                                      B-3

EX-10.18

                                                                  EXECUTION COPY

                                     WARRANT

THE  WARRANT  REPRESENTED  BY THIS  CERTIFICATE  AND THE  SHARES  ISSUABLE  UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM
REGISTRATION  REQUIREMENTS  UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY
INTEREST  THEREIN  MAY  BE  OFFERED,   SOLD,  PLEDGED,   ASSIGNED  OR  OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

                              STRONG TECHNICAL INC.

              WARRANT FOR THE PURCHASE OF UP TO ________ SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

NO. [___]                                                       ________  SHARES

         THIS CERTIFIES that, for  value received,  ________  with an address at
________________________________________________________________________________
(including  any  transferee,  the  "Holder"),  is entitled to subscribe  for and
purchase from Strong  Technical Inc., a Delaware  corporation  (the  "Company"),
upon the terms and conditions set forth herein, at any time or from time to time
before 5:00 P.M., New York time, on January 30, 2011 (the "Exercise Period"), up
to  _____________  (_____ ) shares of Common Stock at an initial  exercise price
per share  equal to  $0.1414467,  subject to  adjustment  pursuant  to the terms
hereof (the  "Exercise  Price").  As used herein,  the term "this Warrant" shall
mean and include this Warrant and any Warrant or Warrants  hereafter issued as a
consequence  of the  exercise or  transfer of this  Warrant in whole or in part.
This  Warrant is one of a series of warrants of like tenor issued by the Company
pursuant to a Securities Purchase  Agreement,  dated as of January 30, 2006 (the
"Securities  Purchase  Agreement")  among the  Company,  Falcon Link  Investment
Limited and the purchasers named therein and initially  covering an aggregate of
_________ shares of Common Stock (collectively, the "Company Warrants").

         The number of shares of Common  Stock  issuable  upon  exercise of this
Warrant (the "Warrant  Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.



         1. (a) This Warrant may be exercised  during the Exercise  Period as to
all or a lesser number of whole Warrant  Shares by the surrender of this Warrant
(with the Exercise  Form  attached  hereto duly  executed) to the Company at its
office c/o Henan Zhongpin Food Share Co., Ltd., 21 Changshe Road,  Changge City,
Henan Province, The People's Republic of China, Attention: Secretary, or at such
other  place  as is  designated  in  writing  by the  Company,  together  with a
certified  or bank  cashier's  check  payable to the order of the  Company in an
amount equal to the Exercise  Price  multiplied by the number of Warrant  Shares
for which this Warrant is being exercised.

                  (b) This Warrant may also be exercised by the Holder through a
cashless  exercise,  as  described  in this  Section  1(b).  This Warrant may be
exercised,  in whole or in part,  by (i) the  delivery  to the Company of a duly
executed  Exercise Form specifying the number of Warrant Shares to be applied to
such exercise, and (ii) the surrender to a common carrier for overnight delivery
to the Company, or as soon as practicable following the date the Holder delivers
the  Exercise  Form to the  Company,  of  this  Warrant  (or an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction). The number of shares of Common Stock to be issued upon exercise of
this Warrant pursuant to this Section 1(b) shall equal the value of this Warrant
(or the portion thereof being  canceled)  computed as of the date of delivery of
this Warrant to the Company using the following formula:

                          Y(A-B)
              X =         ------
                            A

     where:

             X =      the  number of shares of Common  Stock to be issued to the
                      Holder  under this Section 1(b);

             Y        = the number of Warrant Shares  identified in the
                      Exercise  Form as being  applied  to the  subject
                      exercise;

             A =      the  Current  Market  Price on such date;  and B = the
                      Exercise Price on such date

         For purposes of this Section 1(b), the "CURRENT MARKET PRICE" per share
of Common Stock on any day shall mean:  (i) if the principal  trading market for
such securities is a national or regional securities exchange, the closing price
on such exchange on such day; or (ii) if sales prices for shares of Common Stock
are reported by the NASDAQ National Market System or NASDAQ Capital Market (or a
similar  system then in use),  the last  reported  sales price  (regular way) so
reported on such day; or (iii) if neither (i) nor (ii) above are applicable, and
if  bid  and  ask  prices  for  shares  of  Common  Stock  are  reported  in the
over-the-counter  market by NASDAQ  (or,  if not so  reported,  by the  National
Quotation Bureau), the average of the high bid and low ask prices so reported on
such day.  Notwithstanding the foregoing, if there is no reported closing price,
last reported  sales price,  or bid and ask prices,  as the case may be, for the
day in question,  then the Current  Market Price shall be  determined  as of the
latest date prior to such day for which such closing price,  last reported sales
price,  or bid and ask prices,  as the case may be, are  available,  unless such
securities have not been



                                       2


traded on an  exchange  or in the  over-the-counter  market  for 30 or more days
immediately prior to the day in question, in which case the Current Market Price
shall be determined in good faith by, and reflected in a formal  resolution  of,
the Board of Directors of the Company.

         The Company  acknowledges  and agrees  that this  Warrant was issued on
January 30, 2006 (the "Issuance Date").  Consequently,  the Company acknowledges
and agrees that,  if the Holder  conducts a cashless  exercise  pursuant to this
Section  1(b),  the period  during  which the Holder held this  Warrant may, for
purposes of Rule 144  promulgated  under the  Securities Act of 1933, as amended
(the "ACT"), be "tacked" to the period during which the Holder holds the Warrant
Shares received upon such cashless exercise.

         Notwithstanding  the  foregoing,  the  Holder  may  conduct a  cashless
exercise  pursuant to this Section 1(b) only after the first  anniversary of the
Issuance Date, and then only in the event that a registration statement covering
the resale of the Warrant Shares is not then effective and available for resales
at the time that the Holder wishes to conduct such cashless exercise.

         2. Upon each  exercise  of the  Holder's  rights  to  purchase  Warrant
Shares,  the Holder  shall be deemed to be the  holder of record of the  Warrant
Shares issuable upon such exercise,  notwithstanding  that the transfer books of
the  Company  shall then be closed or  certificates  representing  such  Warrant
Shares shall not then have been  actually  delivered  to the Holder.  As soon as
practicable  after each such exercise of this  Warrant,  the Company shall issue
and deliver to the Holder a certificate or  certificates  for the Warrant Shares
issuable  upon  such  exercise,  registered  in the  name of the  Holder  or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the right of the  Holder to  purchase  the  balance  of the
Warrant Shares (or portions thereof) subject to purchase hereunder.

                  If by the third trading day following  delivery of an Exercise
Form  ("Delivery  Date") the  Company  fails to deliver the  required  number of
Warrant  Shares in the  manner  required  pursuant  to this  Section 2, then the
Holder will have the right to rescind such exercise.

                  If by the  Delivery  Date the  Company  fails to  deliver  the
required  number of  Warrant  Shares in the  manner  required  pursuant  to this
Section  2, and if after  such date and  prior to the  receipt  of such  Warrant
Shares, shares of Common Stock are purchased by or for the account of the Holder
to deliver in  satisfaction  of a sale by the Holder of the Warrant Shares which
the Holder  anticipated  receiving  upon such  exercise (a  "Buy-In"),  then the
Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant  Shares that the Company was required to deliver to the Holder
in connection with such exercise by (B) the closing price of the Common Stock on
the date the Exercise  Form was  delivered  and (2) at the option of the Holder,
either  reinstate  the number of Warrant  Shares for which such exercise was not
honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely complied with its



                                       3


exercise  and  delivery  obligations  hereunder.  The Holder  shall  provide the
Company  written notice  indicating the amounts payable to the Holder in respect
of the Buy-In.

         3.  (a) Any  Warrants  issued  upon the  registration  of  transfer  or
exercise in part of this Warrant  shall be numbered and shall be registered in a
Warrant Register as they are issued.  The Company shall be entitled to treat the
registered  holder of any Warrant on the  Warrant  Register as the owner in fact
thereof for all purposes and shall not be bound to  recognize  any  equitable or
other claim to or interest in such Warrant on the part of any other person,  and
shall not be liable for any  registration  or  transfer  of  Warrants  which are
registered  or to be  registered  in the name of a fiduciary or the nominee of a
fiduciary  unless made with the actual  knowledge that a fiduciary or nominee is
committing a breach of trust in requesting  such  registration  or transfer,  or
with the knowledge of such facts that its  participation  therein amounts to bad
faith.  The  transfer  of this  Warrant  may be  registered  on the books of the
Company  upon  delivery  thereof  duly  endorsed  by the  Holder  or by his duly
authorized  attorney or  representative,  or accompanied  by proper  evidence of
succession,  assignment or authority to transfer. In all cases of transfer by an
attorney, executor, administrator,  guardian or other legal representative,  due
authority  shall be produced.  Upon any  registration  of transfer,  the Company
shall  deliver a new Warrant or Warrants to the person  entitled  thereto.  This
Warrant  may be  exchanged,  at the option of the Holder  thereof,  for  another
Warrant,  or other  Warrants  of  different  denominations,  of like  tenor  and
representing  in the  aggregate  the right to  purchase a like number of Warrant
Shares  (or  portions  thereof),  upon  surrender  to the  Company  or its  duly
authorized agent.  Notwithstanding the foregoing,  the Company may require prior
to  registering  any  transfer  of a Warrant an  opinion  of counsel  reasonably
satisfactory  to the Company that such transfer  complies with the provisions of
the Act, and the rules and regulations thereunder.

                  (b) The Holder  acknowledges  that he has been  advised by the
Company that neither  this Warrant nor the Warrant  Shares have been  registered
under the Act,  that this  Warrant is being or has been  issued and the  Warrant
Shares may be issued on the basis of the statutory exemption provided by Section
4(2) of the Act or Rule 506 of  Regulation D  promulgated  thereunder,  or both,
relating to  transactions  by an issuer not involving any public  offering,  and
that the Company's  reliance  thereon is based in part upon the  representations
made by the original  Holder in the Securities  Purchase  Agreement.  The Holder
acknowledges  that he has been  informed  by the  Company  of,  or is  otherwise
familiar  with, the nature of the  limitations  imposed by the Act and the rules
and  regulations  thereunder on the transfer of securities.  In particular,  the
Holder  agrees  that no sale,  assignment  or  transfer  of this  Warrant or the
Warrant Shares  issuable upon exercise  hereof shall be valid or effective,  and
the  Company  shall  not be  required  to give  any  effect  to any  such  sale,
assignment  or  transfer,  unless (i) the sale,  assignment  or transfer of this
Warrant or such Warrant Shares is registered  under the Act, it being understood
that neither this Warrant nor such Warrant  Shares are currently  registered for
sale and that the Company has no  obligation  or intention  to so register  this
Warrant or such  Warrant  Shares  except as  specifically  provided  for in that
certain  Registration Rights Agreement dated as of January 30, 2006 by and among
the Company,  the Holder and certain  other  parties (the  "Registration  Rights
Agreement"),  or (ii) this Warrant or such Warrant Shares are sold,  assigned or
transferred in accordance with all the  requirements and limitations of Rule 144
under the Act, it being understood that Rule 144 is not available at the time of
the  original  issuance  of this  Warrant  for the sale of this  Warrant or such
Warrant Shares and that there can be no



                                       4


assurance that Rule 144 sales will be available at any subsequent time, or (iii)
such sale,  assignment,  or transfer is otherwise exempt from registration under
the Act in the opinion of counsel reasonably acceptable to the Company.

        4. The Company  shall at all times  reserve and keep  available out its
authorized  and unissued  Common Stock,  solely for the purpose of providing for
the exercise of the rights to purchase all Warrant  Shares  granted  pursuant to
the Warrants, such number of shares of Common Stock as shall, from time to time,
be sufficient  therefor.  The Company  covenants that all shares of Common Stock
issuable upon exercise of this Warrant,  upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.

         5.  (a) In case  the  Company  shall  at any  time  after  the date the
Warrants  were first  issued (i)  declare a dividend on the  outstanding  Common
Stock payable in shares of its capital  stock,  (ii)  subdivide the  outstanding
Common Stock,  (iii) combine the outstanding  Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock by  reclassification of
the Common Stock  (including  any such  reclassification  in  connection  with a
consolidation  or merger in which the  Company is the  continuing  corporation),
then,  in each case,  the  Exercise  Price,  and the  number of  Warrant  Shares
issuable upon exercise of this Warrant, in effect at the time of the record date
for such dividend or of the effective date of such  subdivision,  combination or
reclassification,  shall be  proportionately  adjusted so that the Holder  after
such time shall be entitled to receive the  aggregate  number and kind of shares
which,  if such Warrant had been  exercised  immediately  prior to such time, he
would have owned upon such  exercise  and been  entitled to receive by virtue of
such dividend,  subdivision,  combination or  reclassification.  Such adjustment
shall be made successively whenever any event listed above shall occur.

             (b) In case the  Company  shall  issue or fix a record date for the
issuance  to all  holders of Common  Stock of rights,  options,  or  warrants to
subscribe  for or  purchase  Common  Stock (or  securities  convertible  into or
exchangeable  for Common  Stock) at a price per share (or having a conversion or
exchange price per share, if a security  convertible  into or  exchangeable  for
Common  Stock) less than the then  applicable  Exercise  Price per share on such
record  date,  then,  in each case,  the  Exercise  Price  shall be  adjusted by
multiplying the Exercise Price in effect  immediately  prior to such record date
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock  outstanding on such record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
so to be offered (or the aggregate  initial  conversion or exchange price of the
convertible or exchangeable  securities so to be offered) would purchase at such
Exercise  Price and the  denominator  of which  shall be the number of shares of
Common  Stock  outstanding  on such  record  date plus the number of  additional
shares of Common Stock to be offered for subscription or purchase (or into which
the  convertible  or  exchangeable  securities  so to be offered  are  initially
convertible or  exchangeable).  Such  adjustment  shall become  effective at the
close of business on such record date;  provided,  however,  that, to the extent
the shares of Common Stock (or securities  convertible  into or exchangeable for
shares  of  Common  Stock)  are not  delivered,  the  Exercise  Price  shall  be
readjusted after the expiration of such rights,  options,  or warrants (but only
with respect to warrants exercised after such expiration), to the



                                       5


Exercise Price which would then be in effect had the  adjustments  made upon the
issuance  of such  rights,  options,  or  warrants  been  made upon the basis of
delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable  for shares of Common Stock) actually  issued.  In case any
subscription  price may be paid in a consideration part or all of which shall be
in a form  other  than  cash,  the  value  of  such  consideration  shall  be as
determined  in good  faith  by the  board of  directors  of the  Company,  whose
determination shall be conclusive.

             (c) In case the Company  shall  distribute to all holders of Common
Stock (including any such  distribution  made to the stockholders of the Company
in  connection  with a  consolidation  or  merger in which  the  Company  is the
continuing corporation) evidences of its indebtedness, cash (other than any cash
dividend which, together with any cash dividends paid within the 12 months prior
to the  record  date  for such  distribution,  does  not  exceed  5% of the then
applicable  Exercise Price at the record date for such  distribution)  or assets
(other than  distributions  and dividends payable in shares of Common Stock), or
rights,  options or  warrants to  subscribe  for or purchase  Common  Stock,  or
securities   convertible  into  or  exchangeable  for  shares  of  Common  Stock
(excluding  those with  respect to the  issuance of which an  adjustment  of the
Exercise Price is provided pursuant to Section 5(b) hereof), then, in each case,
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately  prior to the  record  date for the  determination  of  stockholders
entitled to receive  such  distribution  by a fraction,  the  numerator of which
shall be the then  applicable  Exercise  Price per share of Common Stock on such
record  date,  less the fair market value (as  determined  in good faith by, and
reflected  in a formal  resolution  of, the board of  directors  of the Company,
whose determination shall be conclusive absent manifest error) of the portion of
the evidences of indebtedness or assets so to be distributed, or of such rights,
options or warrants or convertible or exchangeable securities,  or the amount of
such cash,  applicable to one share,  and the denominator of which shall be such
Exercise Price per share of Common Stock. Such adjustment shall become effective
at the close of business on such record date.

             (d) No adjustment  in the Exercise  Price shall be required if such
adjustment is less than $.01; provided,  however,  that any adjustments which by
reason of this Section 5(d) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 5 shall be made to the nearest cent or to the nearest  one-thousandth of
a share, as the case may be.

             (e) In any case in  which  this  Section  5 shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer,  until the occurrence of such
event,  issuing to the Holder,  if the Holder  exercised this Warrant after such
record date,  the shares of Common  Stock,  if any,  issuable upon such exercise
over and above the shares of Common Stock,  if any,  issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however,  that  the  Company  shall  deliver  to the  Holder a due bill or other
appropriate  instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.



                                       6


             (f) Upon each  adjustment of the Exercise  Price as a result of the
calculations made in Sections 5(b) or 5(c) hereof, this Warrant shall thereafter
evidence the right to purchase,  at the adjusted  Exercise Price, that number of
shares  (calculated to the nearest  thousandth)  obtained by multiplying (A) the
number  of  shares  purchasable  upon  exercise  of this  Warrant  prior to such
adjustment by (B) a fraction,  the  numerator of which is the Exercise  Price in
effect prior to such  adjustment  and the  denominator  of which is the Exercise
Price in effect immediately after such adjustment.

             (g)  Whenever  there  shall be an  adjustment  as  provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
registered  mail,  postage  prepaid,  to the Holder,  at its address as it shall
appear  in the  Warrant  Register,  which  notice  shall  be  accompanied  by an
officer's  certificate  setting forth the number of Warrant  Shares  purchasable
upon the exercise of this Warrant and the Exercise  Price after such  adjustment
and setting forth a brief  statement of the facts  requiring such adjustment and
the  computation  thereof,  which  officer's  certificate  shall  be  conclusive
evidence of the correctness of any such adjustment absent manifest error.

             (h) The Company shall not be required to issue  fractions of shares
of Common Stock or other  capital stock of the Company upon the exercise of this
Warrant.  If any  fraction of a share would be issuable on the  exercise of this
Warrant (or  specified  portions  thereof),  the  Company  shall  purchase  such
fraction for an amount in cash equal to the same fraction of the Exercise  Price
of such share of Common Stock on the date of exercise of this Warrant.

         6. (a) In case of any  consolidation  or combination  with or merger of
the Company with or into  another  corporation  or entity  (other than a merger,
consolidation or combination in which the Company is the surviving or continuing
corporation),   or  in  case  of  any  sale,  lease  or  conveyance  to  another
corporation,  entity or person of the  property  and assets of any nature of the
Company as an entirety or substantially as an entirety,  or any compulsory share
exchange,  pursuant to which share  exchange the Common Stock is converted  into
other  securities,  cash  or  other  property  (collectively  an  "Extraordinary
Event"),  then,  as  a  condition  of  such  reorganization,   reclassification,
consolidation,  merger, sale, transfer or other disposition, lawful and adequate
provision  shall be made whereby the Holder shall  thereafter  have the right to
purchase  and receive  upon the basis and upon the terms and  conditions  herein
specified and in lieu of the Warrant  Shares  immediately  theretofore  issuable
upon  exercise of this  Warrant,  such shares of stock,  securities or assets as
would have been  issuable or payable with respect to or in exchange for a number
of Warrant Shares equal to the number of Warrant Shares immediately  theretofore
issuable upon exercise of this Warrant,  had such Extraordinary  Event not taken
place, and in any such case appropriate  provision shall be made with respect to
the rights and  interests  of the Holder to the end that the  provisions  hereof
(including, without limitation,  provision for adjustment of the Exercise Price)
shall  thereafter be applicable,  as nearly  equivalent as may be practicable in
relation to any shares of stock,  securities  or assets  thereafter  deliverable
upon the exercise  hereof.  The Company shall not effect any such  Extraordinary
Event  unless  prior to or  simultaneously  with the  consummation  thereof  the
successor   corporation  (if  other  than  the  Company)   resulting  from  such
Extraordinary Event shall assume the



                                       7


obligation to deliver to the Holder, at the last address of the Holder appearing
on the books of the Company,  such shares of stock,  securities or assets as, in
accordance  with  the  foregoing  provisions,  the  Holder  may be  entitled  to
purchase,  and the other obligations under this Warrant.  The provisions of this
paragraph shall similarly apply to successive Extraordinary Events.

             (b) In case of any  reclassification  or  change  of the  shares of
Common Stock  issuable upon exercise of this Warrant (other than a change in par
value or from no par  value  to a  specified  par  value,  or as a  result  of a
subdivision or  combination,  but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation,  combination
or merger of another corporation or entity into the Company in which the Company
is the continuing corporation and in which there is a reclassification or change
(including  a change  to the right to  receive  cash or other  property)  of the
shares of Common Stock  (other than a change in par value,  or from no par value
to a specified par value,  or as a result of a subdivision or  combination,  but
including  any  change  in the  shares  into two or more  classes  or  series of
shares),  the Holder shall have the right thereafter to receive upon exercise of
this Warrant solely the kind and amount of shares of stock and other securities,
property   or  cash,   or  any   combination   thereof   receivable   upon  such
reclassification,  change,  consolidation,  combination or merger by a holder of
the  number of shares of Common  Stock for which  this  Warrant  might have been
exercised  immediately prior to such  reclassification,  change,  consolidation,
combination  or  merger.  Thereafter,  appropriate  provision  shall be made for
adjustments,  which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments in Section 5.

             (c) The above provisions of this Section 6 shall similarly apply to
successive  reclassifications  and  changes  of shares  of  Common  Stock and to
successive consolidations, combinations, mergers, sales, leases or conveyances.

         7. In case at any time the Company shall propose to:

             (a) pay any dividend or make any  distribution  on shares of Common
Stock in shares  of Common  Stock or make any  other  distribution  (other  than
regularly  scheduled cash dividends  which are not in a greater amount per share
than the most recent such cash dividend) to all holders of Common Stock; or

             (b) issue any rights,  warrants or other  securities to all holders
of Common Stock entitling them to purchase any additional shares of Common Stock
or any other rights, warrants or other securities; or

             (c) effect any  reclassification or change of outstanding shares of
Common  Stock,  or any  consolidation,  merger,  sale,  lease or  conveyance  of
property or other Extraordinary Event; or

             (d)  effect  any  liquidation,  dissolution  or  winding-up  of the
Company; or

             (e) take any other  action which would cause an  adjustment  to the
Exercise Price;



                                       8


then,  and in any one or more of such  cases,  the  Company  shall give  written
notice  thereof,  by  registered  mail,  postage  prepaid,  to the Holder at the
Holder's address as it shall appear in the Warrant Register,  mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be  entitled  to  receive  any  such  dividend,  distribution,  rights,
warrants or other  securities are to be  determined,  (ii) the date on which any
such   reclassification,   change  of   outstanding   shares  of  Common  Stock,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution  or winding-up is expected to become  effective,  and the date as of
which it is expected  that  holders of record of shares of Common Stock shall be
entitled to exchange  their shares for  securities  or other  property,  if any,
deliverable   upon  such   reclassification,   change  of  outstanding   shares,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

         8. The issuance of any shares or other  securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities,  shall be made without charge to the Holder for
any tax or other  charge in respect of such  issuance.  The  Company  shall not,
however,  be  required  to pay any tax which may be  payable  in  respect of any
transfer  involved in the issue and delivery of any  certificate in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver any such certificate  unless and until the person or persons  requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         9. Unless registered pursuant to the Registration Rights Agreement, the
Warrant  Shares  issued upon exercise of this Warrant shall be subject to a stop
transfer  order and the  certificate  or  certificates  evidencing  such Warrant
Shares shall bear the following legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
         BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
         (THE "ACT"),  OR ANY STATE  SECURITIES LAWS, AND NEITHER SUCH
         SECURITIES  NOR ANY  INTEREST  THEREIN MAY BE OFFERED,  SOLD,
         PLEDGED,  ASSIGNED  OR  OTHERWISE  TRANSFERRED  UNLESS  (1) A
         REGISTRATION  STATEMENT  WITH  RESPECT  THERETO IS  EFFECTIVE
         UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR
         (2) THE COMPANY  RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
         OF SUCH SECURITIES,  WHICH COUNSEL AND OPINION ARE REASONABLY
         SATISFACTORY  TO THE  COMPANY,  THAT SUCH  SECURITIES  MAY BE
         OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
         CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT
         UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."



                                       9


         10. Upon receipt of evidence  satisfactory  to the Company of the loss,
theft,  destruction  or  mutilation  of any Warrant  (and upon  surrender of any
Warrant if  mutilated),  the  Company  shall  execute  and deliver to the Holder
thereof a new Warrant of like date, tenor and denomination.

         11. The holder of this Warrant shall not have solely on account of such
status, any rights of a stockholder of the Company,  either at law or in equity,
or to any notice of meetings of stockholders or of any other  proceedings of the
Company, except as provided in this Warrant.

         12. Any term of this  Warrant may be amended or waived upon the written
consent of the Company and the holders of Company Warrants representing at least
50% of the  number of shares of Common  Stock then  subject  to all  outstanding
Company Warrants (the "Majority Holders"); provided, that (x) any such amendment
or waiver  must  apply to all  Company  Warrants;  and (y) the number of Warrant
Shares subject to this Warrant,  the Exercise Price and the Exercise  Period may
not be  amended,  and the right to exercise  this  Warrant may not be altered or
waived, without the written consent of the Holder.

         13. This Warrant has been  negotiated  and  consummated in the State of
New York and shall be governed by, and construed in accordance  with the laws of
the State of New York  applicable to contracts  made and  performed  within such
State, without regard to principles governing conflicts of law. The Company and,
by accepting this Warrant, the Holder, each irrevocably submits to the exclusive
jurisdiction  of the courts of the State of New York  located in New York County
and the United States  District Court for the Southern  District of New York for
the purpose of any suit,  action,  proceeding or judgment relating to or arising
out of this Warrant and the transactions contemplated hereby. Service of process
in connection  with any such suit,  action or  proceeding  may be served on each
party hereto  anywhere in the world by the same methods as are specified for the
giving of notices under the Securities Purchase  Agreement.  The Company and, by
accepting  this  Warrant,   the  Holder,   each  irrevocably   consents  to  the
jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court.  The Company and, by accepting this Warrant,  the
Holder, each irrevocably waives any objection to the laying of venue of any such
suit,  action or proceeding  brought in such courts and  irrevocably  waives any
claim that any such  suit,  action or  proceeding  brought in any such court has
been  brought  in an  inconvenient  forum.  EACH  OF  THE  COMPANY  AND,  BY ITS
ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY
IN ANY LITIGATION  WITH RESPECT TO THIS WARRANT AND REPRESENTS  THAT COUNSEL HAS
BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

         [14. The Company shall not effect the exercise of this Warrant,  and no
person who is a holder of this  Warrant  shall have the right to  exercise  this
Warrant,  to the extent that after giving effect to such  exercise,  such person
(together with such person's  affiliates)  would  beneficially  own in excess of
9.999% of the shares of the Common Stock  outstanding  immediately  after giving
effect to such exercise.  For purposes of the foregoing sentence,  the aggregate
number of  shares of Common  Stock  beneficially  owned by such  person  and its
affiliates  shall include,  without  limitation,  the number of shares of Common
Stock  issuable  upon  exercise  of this  Warrant  with  respect  to  which  the


                                       10


determination of such sentence is being made, but shall exclude shares of Common
Stock which would be issuable  upon (i) exercise of the  remaining,  unexercised
portion of this Warrant beneficially owned by such person and its affiliates and
(ii) exercise or conversion of the  unexercised  or  unconverted  portion of any
other  securities  of the  Company  beneficially  owned by such  person  and its
affiliates  (including,  without  limitation,  shares of  Preferred  Stock,  any
debentures,  convertible notes or other convertible preferred stock or warrants)
subject to a limitation on conversion  or exercise  analogous to the  limitation
contained herein. Except as set forth in the preceding sentence, for purposes of
this  paragraph,  beneficial  ownership  shall be calculated in accordance  with
Section 13(d) of the Exchange Act. For purposes of this Warrant,  in determining
the  number of  outstanding  shares of Common  Stock,  a Holder  may rely on the
number of  outstanding  shares of Common Stock as reflected in (1) the Company's
most recent Form 10-Q, Form 10-K or other public filing with the Commission,  as
the case may be, (2) a more recent public  announcement  by the Company,  or (3)
any other notice by the Company or its transfer  agent  setting forth the number
of shares of Common  Stock  outstanding.  For any  reason at any time,  upon the
written or oral request of the Holder of this Warrant,  the Company shall within
five business  days confirm  orally and in writing to the Holder of this Warrant
the number of shares of Common Stock then  outstanding.  In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to
the  conversion  or exercise of  securities of the Company by the Holder of this
Warrant and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported.  In effecting the exercise of this Warrant,
the Company shall be entitled to rely on a representation  by the Holder of this
Warrant as to the number of shares that it beneficially owns for purposes of the
above 9.999% limitation calculation.]*

Dated:  _________, 200_

                                      STRONG TECHNICAL INC.


                                      By:
                                         ---------------------------------------
                                           Name:
                                           Title:




*  Section 14 shall be deleted from any Warrant issued by the Company to Special
   Situations Fund III QP, L.P. or its affiliates.



                                       11


                              STRONG TECHNICAL INC.

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
                holder desires to transfer the attached Warrant.)



To:      Strong Technical Inc.
         21 Changshe Road
         Changge City, Henan Province
         The People's Republic of China

         Attention:   Secretary


         FOR  VALUE  RECEIVED,   _______________   hereby  sells,  assigns,  and
transfers  unto  _______________  that certain  Warrant  (Number  UW-______)  to
purchase  __________  shares of Common  Stock,  par value  $0.001 per share,  of
Strong  Technical  Inc. (the  "Company"),  together with all right,  title,  and
interest   therein,   and  does  hereby   irrevocably   constitute  and  appoint
________________________  attorney to transfer  such Warrant on the books of the
Company, with full power of substitution.

Dated: _____________________________

                                     Signature:
                                                --------------------------------



                                     NOTICE:

         The signature on the foregoing  Assignment  must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.






                              STRONG TECHNICAL INC.

                                  EXERCISE FORM

         (To be completed and signed only upon exercise of the Warrants)


To:      Strong Technical Inc.
         21 Changshe Road
         Changge City, Henan Province
         The People's Republic of China

         Attention: Secretary


         The  undersigned  hereby  exercises  his  or  its  rights  to  purchase
___________  Warrant Shares  covered by the within  Warrant and tenders  payment
herewith  in the  amount  of  $_________  by  [tendering  cash or  delivering  a
certified  check or bank cashier's  check,  payable to the order of the Company]
[surrendering  ______  shares of Common  Stock  received  upon  exercise  of the
attached  Warrant,  which  shares  have a  Current  Market  Price  equal to such
payment] in accordance  with the terms thereof,  and requests that  certificates
for such securities be issued in the name of, and delivered to:


                                     ___________________________________________

                                     ___________________________________________

                                     ___________________________________________
                                     (Print Name, Address and Social Security
                                          or Tax Identification Number)

and,  if such  number of  Warrant  Shares  shall not be all the  Warrant  Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.


Dated: ____________, ________               Name: ______________________________
                                                         (Please Print)

                                            Address: ___________________________

                                                     ___________________________

                                                     ___________________________



                                                     ___________________________
                                                           (Signature)

EX-21.1

                                                                    EXHIBIT 21.1

                       LIST OF SUBSIDIARIES OF REGISTRANT

 NAME                                                PLACE OF INCORPORATION

 Falcon Link Investment Limited                      British Virgin Islands

 Henan Zhongpin Food Co., Ltd.                       People's Republic of China

 Henan Zhongpin Food Share Co., Ltd.                 People's Republic of China

EX-99.1

                                                                    Exhibit 99.1

Business License of Enterprise Legal Person

(duplicate copy)

Registration number: 4100001005026--1/1

Name of Enterprise: Henan Zhongpin Food Share Co., Ltd.
Legal Address: 21 Changshe Road, Changge City, Henan Province, China
Legal Representative: Zhu Xian Fu
Registered Capital: RMB (Yen)15.04 million [US $1.82 million at the
                    exchange rate of US $1 =  RMB (Yen)8.27]
Type of Enterprise: joint stock limited company
Scope of Business:  domestic animals and poultry processing and the products,
                    animal oil processing, aquatic products, drinking water,
                    fast frozen food and vegetables, canned meat and
                    vegetables, export business dealing with products
                    produced by the enterprise, import business dealing with
                    raw and auxiliary materials, machinery, instruments and
                    meters and accessories and parts necessary to the
                    production as well as scientific research of the
                    enterprise (excluding products and technologies the
                    company is restricted from dealing with or prohibited
                    from importing or exporting by the state); processing
                    supplied materials, assembling supplied parts,
                    manufacturing on the basis of supplied designs, and
                    compensation trade.
Duration of Operation: January 20, 2000 - December 30, 2013
Date of Establishment: January 20, 2000

                                      NOTES

1.       A Business License of Enterprise Legal Person is the proof that an
         enterprise has acquired the status of an enterprise legal person and
         the authority to do business.

2.       A Business License of Enterprise Legal Person may have an original copy
         and duplicate copies, and the original and duplicate copies are legally
         equivalent in their validity. The original copy of a Business License
         of Enterprise Legal Person shall be displayed at a conspicuous place at
         the legal address of the enterprise legal person. According to the
         needs of its operations, the enterprise legal person may apply to the
         registration authority for duplicate copies.

3.       Business licenses may not be forged, modified, leased, loaned or
         assigned. Except the registration authority, no other [work] unit or
         individual may detain, confiscate, or revoke a business license.

4.       The enterprise legal person shall engage in business activities within
         the approved and registered scope of business.

5.       When there is a change in the registered information of the enterprise
         legal person, the enterprise legal person shall apply to the original
         registration authority for an amendment of the registration.

6.       The registration authority conducts an annual audit of the enterprise
         legal person between January 1 and April 30 of each year.



7.       When the enterprise cancels its registration, it shall return the
         original and duplicate copies of its business license. The business
         license shall automatically become invalid upon the cancellation of the
         same by the registration authority.

Annual Audit Results of the Enterprise Legal Person

2003 Annual audit passed; Class A.  Audit date: February 25, 2004
2004 Annual audit passed; Class A.  Audit date: March 2, 2005
[certified with the official stamp of Administration Bureau for Industry and
Commerce of Henan Province]

Registration Authority: Administration Bureau for Industry and Commerce of Henan
Province [certified with the official stamp of the same bureau]

[Date this duplicate copy was first issued:] December 16, 2003

EX-99.2

                                                                    Exhibit 99.2

                 BY-LAWS OF HENAN ZHONGPIN FOOD SHARE CO., LTD.

          Approved by the Special Shareholders' Meeting on May 23, 2005

                          CHAPTER I GENERAL PROVISIONS

Article 1   In order to protect the legal interests of the Company, its
shareholders and its creditors, and for the purpose of standardizing the
organization and activities of the Company, these By-Laws are made pursuant to
Company Law of the People's Republic of China ("Company Law") and other related
regulations.

Article 2   The Company is a share limited company (the "Company") established
pursuant to Company Law and other related regulations.

Article 3   The registered name of the Company:
            (Chinese full name)       HENAN ZHONGPIN SHIYE GUFEN YOUXIAN GONGSI
            (English full name)       Henan Zhongpin Food Share Co., Ltd.

Article 4   The address of the Company: 21 Changshe Road, Changge City, Henan
Province, China. Postal Code 461500

Article 5   The registered capital of the Company is RMB (Y)15.04 million [US
$1.82 million at the exchange rate of US $1 = RMB (Y)8.27].

Article 6   The Company is a share limited company of permanent duration.

Article 7   The Chairman of the Board of Directors is the Legal Representative
of the Company.

Article 8   The total assets of the Company are divided into shares of equal
amount. A shareholder shall be liable to the debts of the Company up to the
shareholder's contribution to the Company as represented by the shares held by
the shareholder. The Company shall be liable to the debts of the Company up to
the total asssets of the Company.

Article 9   Upon the date when these By-Laws come into effect, they shall become
a legally binding document that regulates the corporate organization and
activities, the rights and obligations between the Company and its shareholders,
and the obligations and duties among the shareholders.

Article 10  Officers as used in these By-Laws refer to the Company's general
manager, vice general manager, secretary to the board of directors, and the
individuals who oversees the finance of the Company.

                                       1



                    CHAPTER II PURPOSE AND SCOPE OF BUSINESS

Article 11  The Company's purpose of business is to base its operations on the
industrialized management of agriculture, to perfect a standardized system, and
to participate in the competition and labor division in the international as
well as domestic markets; to strengthen cooperation and consolidation [within
the industry] by benefiting from other companies' advantages and vice versa, and
to accomplish the transplant of brand names; to carry out low-cost expansion
through transformation of resources; to establish the enterprise's technological
platform and form the enterprise's long-term competitive advantages by combining
industry, academics and research, so that the Company can further develop and
create substantial returns for all of its shareholders.

Article 12  The Company's scope of business: domestic animals and poultry
processing and the products, animal oil processing, aquatic products, drinking
water, fast frozen food and vegetables, canned meat and vegetables, export
business dealing with products produced by the enterprise, import business
dealing with raw and auxiliary materials, machinery, instruments and meters and
accessories and parts necessary to the production as well as scientific research
of the enterprise (excluding products and technologies the company is restricted
from dealing with or prohibited from importing or exporting by the state);
processing supplied materials, assembling supplied parts, manufacturing on the
basis of supplied designs, and compensation trade.

                               CHAPTER III SHARES

                           Section 1     Capital Structure

Article 13  The Company raises its capital through its promoters' subscriptions
to its shares.

Article 14  The capital of the share limited company is divided into shares,
with every share representing the same amount of capital. The shares of the
Company take the form of stock certificates.

Article 15  The shares of the Company are treated on the principles of openness,
fairness and justness. Shareholders with the same number and class of shares of
the Company shall enjoy the same rights and the same interests.

Article 16  The par value of the Company's stock certificates is designated in
RENMINBI [RMB], with par value being RMB (Y)1 per share. All shares are of
common stock.

Article 17  The total capital of the Company is RMB (Y)15.04 million [US $1.82
million at the exchange rate of US $1 = RMB (Y)8.27]. The number of shares held
by each shareholders is as follows:

                                       2





- --------------------------------------------------------------------------------------------------------------
                                                                                   
Name of the            Address                        ID/Certificate Number    Number of       Ownership
Shareholder                                                                    Shares Held     Percentage (%)
- --------------------------------------------------------------------------------------------------------------
Henan Zhongpin Food    South of the Middle part of    4100001008403            13,536,000      90.000
Co., Ltd.              Changxing Rd., Changge City,
                       Henan Province
- --------------------------------------------------------------------------------------------------------------
Zhu Xianfu             96 87th Road, Bureau of        411022630914721          1076939         7.160
                       Construction Affairs,
                       Changge City, Henan Province
- --------------------------------------------------------------------------------------------------------------
Ben Baoke              62 Wenming Street,             411022631015733          111994          0.745
                       Heshangqiao Township,
                       Changge City, Henan Province
- --------------------------------------------------------------------------------------------------------------
Si Shuichi             24 Renmin Road, Bureau of      411022630809721          79358           0.528
                       Construction Affairs,
                       Changge City, Henan Province
- --------------------------------------------------------------------------------------------------------------
Wang Qinghe            21 Changshe Road,              411022700825728          81817           0.544
                       Heshangqiao Township,
                       Changge City, Henan Province
- --------------------------------------------------------------------------------------------------------------
Liu Chaoyang           2 Qinggong Road, Heshangqiao   411022620417721          82942           0.511
                       Township, Changge City,
                       Henan Province
- --------------------------------------------------------------------------------------------------------------
Wang Juanjuan          21 Changshe Road,              411022720520723          70950           0.472
                       Heshangqiao Township,
                       Changge City, Henan Province
- --------------------------------------------------------------------------------------------------------------
Total                                                                          15040000        100
- --------------------------------------------------------------------------------------------------------------


Article 18  Neither the Company nor its subsidiaries (including affiliated
enterprises of the Company) may provide any financial support to a purchaser or
a potential purchaser of the shares of the Company through forms such as gift,
contribution, guarantee, compensation or loan.

                   Section 2     Increase and Decrease of Capital

Article 19  The Company may decide, according to the needs of its operations and
development and in compliance with the provisions of laws and regulations,
following resolutions passed by shareholders' meetings in each separate case, to
increase its capital in the following manners:

             (i) by issuing shares to the public;

            (ii)  by distributing shares to existing shareholders;

            (iii) by distributing stock dividend to existing shareholders;

            (iv)  by increasing the Company's capital reserve; and

            (v)   by any other means authorized under the provisions of laws and
                  administrative regulations and/or by the securities authority
                  of the State Council

                                       3



Article 20  Under the By-Laws, the Company may decrease its registered capital.
The Company shall decrease its registered capital by following the procedures
provided by Company Law, other related regulations, and the Company's By-Laws.

                            Section 3     Stock Transfer

Article 21  The stock of the Company may be transferred in accordance with the
law.

Article 22  The Company will not accept its own share certificates as security
collateral.

Article 23  The Company's directors, supervisors, and managers shall report to
the Company their holdings in the stock of this Company. The shares held by
these individuals shall not be transferred while they are holding their
respective office with the Company and within the first six months after their
termination.

                CHAPTER IV SHAREHOLDERS AND SHAREHOLDERS' MEETING

                             Section 1     Shareholders

Article 24  A shareholder of the Company is a person holding stock of the
Company in compliance with th0e law. Shareholders enjoy their rights and are
responsible for their obligations in accordance with their stock holding.

Article 25  The stock ledger is a sufficient proof to evidence a shareholder's
holding of the stock of the Company.

Article 26  When the Company convenes a shareholders' meeting, distributes
dividend, liquidates or engages in other activities where stock ownership needs
to be recognized, the board of directors has the authority to designate a
certain date as the date for stock ownership registration. Registered
shareholders at the end of the date for stock ownership registration are
shareholders of the Company.

Article 27  The shareholders of the Company enjoy the following rights:

            (i)   to acquire dividend and other forms of interest distribution
                  based on his or her percentage of stock ownership;

            (ii)  to participate in or designate a proxy to participate in a
                  shareholders' meeting;

            (iii) to exercise its voting right based on his or her percentage of
                  stock ownership;

            (iv)  to monitor the operations of the Company and to make
                  recommendations or inquiries;

            (v)   to transfer, bequeath, or hypothecate his or her stock in
                  accordance with the provisions of the laws, administrative
                  regulations or the Company's By-Laws;


                                       4


            (vi)  to obtain information in accordance with the provisions of the
                  laws or the Company's By-Laws, including,


                  (1)   obtaining a copy of the Company's By-Laws after paying
                        the cost; and

                  (2)   inspecting and copying, after paying reasonable fees,

                        i.    his or her own stock holding record;

                        ii.   minutes of the shareholders' meetings;

                        iii.  the annual report [of the Company]; and

                        iv.   the total amount of the Company's capital and the
                              Company's capital structure.

            (vii) upon the dissolution or liquidation of the Company, to
                  participate in the distribution of the Company's property
                  based on his or her percentage of stock ownership; and

            (viii) other rights granted by the law, administrative regulations,
                  and the Company's By-Laws.

Article 28  In requesting information or documents in accordance with the
previous article, a shareholder shall provide the Company with a written
document that can prove the class of the Company's stock held by the shareholder
and the number of shares held by the shareholder. Upon verifying the identity of
the shareholder, the Company shall provide information or documents to the
shareholder according to his or her requests.

Article 29  In case a shareholders' meeting or a resolution of the board of
directors violates the law or administrative regulations or injures a
shareholder's legitimate interest, the shareholder has the right to initiate a
lawsuit with the People's Court to stop said unlawful activity and tortious
activity.

Article 30  A shareholder of the Company has the following obligations:

            (i)   to observe the Company's By-Laws;

            (ii)  to contribute capital in accordance with the shares the
                  shareholder has pledged to purchase and the method by which
                  the shareholder acquires the shares;

            (iii) not to redeem his or her shares unless in situations where
                  redemption is permitted by the provisions of the law and
                  regulations; and

            (iv)  other obligations under the provisions of the laws and
                  regulations.

Article 31  A shareholder who owns more than 5% of voting shares of the Company,
if he or she has hypothecated his or her shares, shall submit a written report
to the Company within three days of the occurrence of said event.

Article 32  In exercising their voting rights, the controlling shareholder(s) of
the Company may not make provisions that would be detrimental to the legitimate
interests of the Company and other shareholders.

                                       5



                         Section 2    Shareholders' Meeting

Article 33  The shareholders' meeting is the Company's governing body and
exercises the following powers in accordance with the law:

            (i)     to decide the operational strategies and investment plans of
                    the Company;

            (ii)    to elect and change directors, and decide directors'
                    compensations;

            (iii)   to elect and change supervisors who are shareholders, and
                    decide such supervisors' compensations;


            (iv)    to review, discuss, and approve reports of the board of
                    directors;

            (v)     to review, discuss, and approve reports of the board of
                    supervisors;

            (vi)    to review, discuss, and approve the Company's annual
                    financial budget plan, and final account plan;

            (vii)   to review, discuss, and approve the Company's plan for
                    distributing its profits and making up its losses;

            (viii)  to pass resolutions on an increase or decrease of the
                    Company's registered capital;

            (ix)    to pass resolutions on the issuance of corporate bonds;

            (x)     to pass resolutions on matters such as mergers, split-ups,
                    dissolution and liquidation of the Company;

            (xi)    to amend the Company's By-Laws;

            (xii)   to pass resolutions on the Company's decision to retain or
                    to terminate an accounting firm;

            (xiii) to review and discuss proposals of shareholder(s) who owns no
                  less than 5% of the Company's outstanding shares; and

            (xiv)   to review and discuss other matters that should be decided
                    by the shareholders' meeting in accordance with the
                    provisions of the laws and regulations.

Article 34  The shareholders' meeting can take the form of an annual
shareholders' meeting or a special shareholders' meeting. The annual
shareholders' meeting is convened once every year and shall be held within six
months after the end of the previous accounting year.

Article 35  In any of the following situations, the Company may hold a special
shareholders' meeting within two months of the occurrence of the event:

            (i)   The number of directors is less than the minimum legal number
                  required by Company Law or less than 2/3 of the number
                  required by the By-Laws;

            (ii)  The losses of the Company that the Company has failed to make
                  up reaches 1/3 of the total amount of the Company's capital;

            (iii) Shareholders holding, separately or jointly, 10% of the
                  voting shares (excluding voting proxy) of the Company make a
                  written request for such a meeting;

            (iv)  The board of directors considers such a meeting necessary; or

                                       6


            (v)   The board of supervisors recommends such a meeting. In
                  reference to (iii) above, the number of shares owned by a
                  shareholder or shareholders are calculated on the date in
                  which the shareholder(s) submit the written request.

Article 36  Special shareholders' meeting may pass resolutions only on matters
included in the notice for the said shareholders' meeting.

Article 37  Shareholders' meetings are to be convened by the board of directors
in accordance with the law, and are to be presided over by the chairman of the
board of directors. When the chairman of the board of directors cannot execute
his or her office, the chairman shall designate a director to preside over the
meeting. When the chairman cannot attend the meeting and fails to designate a
person instead, the board of directors shall designate a director to preside
over the meeting. When the board of directors fails to designate the chairman
for the meeting, the shareholders attending the meeting shall select a
shareholder to preside over the meeting. If for any reason the shareholder thus
selected cannot preside over the meeting, the shareholder attending the meeting
who has the greatest number of voting shares shall preside over the meeting.

Article 38  When the Company is to hold a shareholders' meeting, the board of
directors shall notify the registered shareholders of the Company 30 days in
advance before the meeting.

Article 39  A notice for a shareholders' meeting shall include the following
items:

            (i)   the date, place and duration of the meeting;

            (ii)  matters submitted for review and discussion in the meeting;

            (iii) a statement in conspicuous characters that all shareholders
                  shall have the right to attend the shareholders' meeting and
                  may designate a proxy to attend the meeting and participate in
                  voting.

            (iv)  the date of stock ownership registration on which those
                  shareholders who have the right to attend the meeting shall
                  register themselves; and

            (v)   the name and telephone number of a regular contact person in
                  charge of matters relating to the shareholders' meeting.

Article 40  A shareholder may attend a shareholders' meeting in person, and a
shareholder may also designate a proxy to represent him or her in attending the
meeting and in voting. Said proxy may not be a shareholder of the Company.

            A shareholder shall use a written document to designate his or her
proxy. The designor or his or her agent designated to be so by a written
document shall sign said written document. If the designor is a legal person, it
shall attach its legal person stamp to the written document or shall have a
formally designated agent to sign said written document on its behalf.

                                       7


Article 41  When an individual shareholder attends a meeting in person, said
shareholder shall produce his or her ID and proof of stock ownership. When a
proxy attends a meeting, said proxy shall produce his or her ID, the proxy, and
the proof stock ownership.

            A shareholder who is a legal person shall attend a meeting through
its legal representative or an agent designated by its legal representative.

Article 42  The proxy issued by a shareholder whereby the shareholder designates
another person to attend a shareholders' meeting in his or her place shall
include the following items:

            (i)   the name of the proxy;

            (ii)  whether the shareholder has the right to vote;

            (iii) instructions as to whether the shareholder wants to vote yes
                  or no or to abstain from voting with respect to each item
                  listed in the agenda of the shareholders' meeting;

            (iv)  whether the shareholder has the right to vote on a special
                  proposal that could be included in the agenda of the
                  shareholders' meeting, and if there is such a voting right,
                  detailed instructions as to how to exercise said voting right;

            (v)   the date of issuance and the date of expiry of the proxy; and

            (vi)  the signature of the designor. If the designor is a legal
                  person shareholder, there should be a stamp of the legal
                  person attached. The proxy should also indicate whether the
                  shareholder's proxy may vote in his or her own discretion if
                  the shareholder does not make detailed instructions [on
                  voting].

Article 43  The Company shall be responsible for having a signing book for
attendees of a shareholders' meeting made. Said signing book shall record the
names of those who attend the meeting (including the names of the units), their
ID number, their address, the number of shares with voting rights that are held
or represented by an attendee, the name of a shareholder who is represented (or
the name of the unit), and other items.

Article 44  When the board of supervisors or shareholders request a special
shareholders' meeting, the following procedures shall be followed:

            (i)   One or several written requests with the same format and
                  content shall be signed, where the board of directors is
                  requested to convene a special shareholders' meeting and the
                  subjects for the meeting shall be explained. Upon receiving
                  said written request, the board of directors shall issue a
                  notice that convenes a special shareholders' meeting as soon
                  as practicable; and

            (ii)  If within 30 days of receiving said written request, the board
                  of directors fails to issue any notice that convenes a special
                  meeting, the board of supervisors or the shareholders who
                  requested the

                                       8


                  special meeting may, within three months of the receipt by the
                  board of directors of said request, convene a special
                  shareholders' meeting by itself or themselves. The procedure
                  by which the meeting is called for shall follow the procedure
                  by which the board of directors convenes a shareholders'
                  meeting wherever possible.

                  When the board of supervisors or shareholders convene a
shareholders' meeting by itself or themselves because the board of directors
fails to hold the meeting in response to said written request from them, the
Company shall provide necessary assistance to the board of supervisors or the
shareholders and shall be responsible for the cost of the meeting.

Article 45  After the notice for a shareholders' meeting is sent out, the board
of directors shall not change the date of the shareholders' meeting except for
FORCE MAJEURE or other unanticipated events. When the date of a shareholders'
meeting needs to be changed due to FORCE MAJEURE, the date of stock ownership
registration shall not be changed for this reason.

Article 46  When the number of directors is less than the minimum legal number
required by Company Law or less than 2/3 of the number required by the By-Laws,
or when the losses of the Company that the Company has failed to make up reaches
1/3 of the total amount of the Company's capital, the board of supervisors or
shareholders may convene a special shareholders' meeting by itself or
themselves.

                 Section 3     Proposals for Shareholders' Meetings

Article 47  When the Company holds a shareholders' meeting, shareholders who own
or jointly own no less than 5% of the outstanding shares of the Company have the
right to submit new proposals to the Company.

Article 48  Proposals for a shareholders' meeting shall meet the following
requirements:

            (i)   The content of the proposal does not contravene the provisions
                  of the law, regulations and the By-Laws, and falls within the
                  scope of business of the Company and the scope of authority of
                  the shareholders' meeting;

            (ii)  The proposal shall have a specific subject and detailed items
                  for resolution; and (iii) The proposal shall be submitted or
                  delivered to the board of directors in written form.

Article 49  The board of directors of the Company shall review proposals for a
shareholders' meeting in accordance with the provisions of the previous article
and shall in making said review be guided by the maximum interest of the Company
and its shareholders.

                                       9



Article 50  If the board of directors decides by resolution not to include a
certain proposal for a shareholders' meeting in the meeting's agenda, the board
shall explain its decision in the same shareholders' meeting, and shall, after
the shareholders' meeting, publish the content of the proposal and the
explanation of the board of directors, along with the resolution of the
shareholders' meeting.

Article 51  In the event that a shareholder who made a proposal disputes the
decision by the board of directors not to include the proposal in the agenda of
the shareholders' meeting, the shareholder may convene a special shareholders'
meeting in accordance with the procedures provided in these By-Laws.

                 Section 4     Resolutions of Shareholders' Meetings

Article 52  Shareholders (including proxies) exercise their voting right based
on the number of voting shares represented by them. Each share carries one vote.

Article 53  Resolutions of shareholders' meetings include general resolutions
and special resolutions. A general resolution of a shareholders' meeting shall
be passed by no less than 1/2 of the votes held by the shareholders (including
proxies) who attend the shareholders' meeting. A special resolution of a
shareholders' meeting shall be passed by no less than 2/3 of the votes held by
the shareholders (including proxies) who attend the shareholders' meeting.

Article 54  A shareholders' meeting may take action on the following items by
passing a general resolution:

            (i)   work reports of the board of directors and the board of
                  supervisors;

            (ii)  plans for distributing profit and plans for making up losses
                  drafted by the board of directors;

            (iii) appointment, termination and compensation of members of the
                  board of directors and the board of supervisors;

            (iv)  the annual budget plan and the final account plan of the
                  Company;

            (v)   the annual report of the Company; and

            (vi)  other matters except those which shall be passed through a
                  special resolution in accordance with the provisions of the
                  laws and administrative regulations.

Article 55  A shareholders' meeting may take action on the following items by
passing a special resolution:

            (i)   the Company's increase or decrease of its registered capital;

            (ii)  the issuance of corporate bonds;

            (iii) the split-ups, mergers, dissolution and liquidation of the
                  Company;

            (iv)  the amendment of the By-Laws of the Company;

            (v)   the repurchase of the Company's own shares; and

                                       10


            (vi)  other matters that the shareholders' meeting determine will be
                  of significant impact on the Company and need to be passed
                  through special resolutions.

Article 56  Except with the approval of a shareholders' meeting in the form of a
special resolution, the Company shall not enter into a contract whereby the
Company transfers to anyone who is not a director, manager, or other type of
officer the management of all or significant operations of the Company.

Article 57  The list of candidates for directorship and supervisorship shall be
submitted, in the form of a proposal, to a shareholders' meeting for a
resolution.

            The board of directors shall provide the shareholders with the
resume and other basic information about a candidate for directorship or
supervisorship.

Article 58  A shareholders' meeting shall vote with open ballots.

Article 59  The votes on each matter reviewed and discussed shall be counted by
at least two shareholder representatives and one supervisor and the result of
the voting shall be announced on the spot.

Article 60  The president of the meeting shall announce the result of a voting
at the meeting. The voting result on a resolution shall be recorded in the
minutes of that meeting.

Article 61  In the event that the president of the meeting has any doubt
concerning the result of the voting on a resolution, he or she may recount the
ballots cast in the voting. In the absence of a recount by the president of the
meeting and in the event that a shareholder or a proxy attending the meeting
disputes the voting resulted announced by the president of the meeting, the
shareholder or proxy has the right to demand a recount immediately after the
voting result is announced and the president of the meeting shall promptly
recount the ballots accordingly.

Article 62  Except where business secrets of the Company are involved and so may
not be publicly disclosed in a shareholders' meeting, the board of directors and
the board of supervisors shall reply to or explain their responses to inquiries
and recommendations from shareholders.

Article 63  A shareholders' meeting shall keep its minutes. The minutes of the
meeting shall record the following items:

            (i)   the number of voting shares [represented by shareholders or
                  proxies] attending the shareholders' meeting, and the
                  percentage of such shares in the total shares of the Company;

            (ii)  the date and place where the meeting takes place;


                                       11



            (iii) the name of the president of the meeting and the agenda of the
                  meeting;

            (iv)  the main points of each speaker on each item reviewed and
                  discussed;

            (v)   the result of voting on each matter that is submitted for
                  voting;

            (vi)  shareholders' inquiries, comments and recommendations as well
                  as the replies and explanations of the board of directors and
                  the board of supervisors; and

            (vii) other content that the shareholders' meeting considers proper
                  to be included in the minutes of the meeting.

Article 64  The minutes of a shareholders' meeting shall be signed by directors
who have attended the meeting and by the reporter, and shall be kept as
corporate file by the secretary of the board of directors.

Article 65  The number of people who attended a shareholders' meeting, the
number of shares held by attending shareholders, proxies, the result of voting
on each matter submitted for voting, the minutes of the meeting, and the
legality of the procedures of the meeting may be notarized.

                        CHAPTER V THE BOARD OF DIRECTORS

                      Section 1     The Board of Directors

Article 66  The Company shall establish a board of directors, which is the
standing governing body of the Company and which is accountable to the
shareholders' meeting.

Article 67  The Company's board of directors shall have an odd number of
directors. It shall comprise of 5 or more directors and it shall have one
chairman.

Article 68  The board of directors has the following powers:

            (i)     to be responsible for calling for a shareholders' meeting,
                    and to present a work report to the meeting;

            (ii)    to execute resolutions of the shareholders' meeting;

            (iii)   to determine the operational strategies and investment plans
                    of the Company;

            (iv)    to draft the annual budget plan and the final account plan
                    of the Company;

            (v)     to draft the Company's plan for distributing profits and for
                    making up losses;

            (vi)    to draft the Company's plan to increase or decrease its
                    registered capital, to issue bonds or other securities and
                    to become a public company;

            (vii)   to draft the Company's plan for major acquisitions or
                    mergers, split-ups and dissolution;

                                       12


            (viii)  within the scope of authorization by the shareholders'
                    meeting, to decide on the Company's venture investment,
                    hypothecation of the Company's assets and other matters
                    related to guarantee;

            (ix)    to decide on the setup of the Company's internal
                    administrative structure;

            (x)     to engage or dismiss the Company's manager, the secretary of
                    the board of directors, and based on the nomination of the
                    manager, to engage or dismiss the Company's vice manager,
                    financial officers and other officers, and to determine
                    their compensations, awards, and penalties;

            (xi)    to draft the basic administrative system of the Company;

            (xii)   to draft amendments of the Company's By-Laws;

            (xiii)  to manage the disclosure of the Company's information;

            (xiv)   to propose to the shareholders' meeting the employment or
                    change of the Company's auditing firm;

            (xv)    to hear work reports from the Company manager and to review
                    the manager's work; and

            (xvi)   other powers granted by the law, regulations and the
                    shareholders' meeting.

Article 69  The Company's board of directors shall explain to the shareholders'
meeting about any audit report, issued by a certified account, on the Company's
financial report if said audit report contains reservations;

Article 70  The board's rules for conducting discussions and deliberations shall
ensure the efficiency and scientific decision-making process of the board of
directors.

Article 71  The board of directors shall determine the limits of authority for
the board to make venture investment by using the Company's assets. The board
shall establish strict review and decision-making process, and in the case of
significant investment projects shall organize experts and professionals to make
assessment, and shall submit such investment plans to the shareholders' meeting
for approval.

Article 72  The chairman of the board of directors shall be a director of the
Company, and shall be elected or terminated by the simple majority of all
directors.

Article 73  The chairman exercises the following powers:

            (i)   to preside over shareholders' meeting and to convene and
                  preside over meetings of the board of directors;

            (ii)  to supervise and review the execution of resolutions of the
                  board of directors;

            (iii) to sign the Company's share certificates, bond certificates,
                  and other securities;

                                       13


            (iv)  to sign important documents of the board of directors and
                  other documents that should be signed by the legal
                  representative of the Company;

            (v)   to execute the office of the legal representative;

            (vi)  in the event of emergencies caused by FORCE MAJEURE such as
                  egregious natural disasters, to exercise special discretion
                  over the Company's affairs in accordance with the provisions
                  of the laws and the interests of the Company, and to report
                  after the event to the Company's board of directors and the
                  shareholders' meeting; and

            (vii) other powers granted by the board of directors.

Article 74  In the event that the chairman is unable to execute his or her
office, the chairman shall designate a director to execute the chairman's office
in his or her place.

Article 75  The board of directors shall hold at least two meetings each year,
which shall be called for by the chairman and the notice of which shall be sent
to all directors through a written notice at least 10 days before the date of
the meeting.

Article 76  Under any of the following circumstances, the chairman shall convene
a special board meeting within 15 business days:

            (i)   when the chairman deems such a meeting necessary;

            (ii)  when 1/3 or more directors jointly propose such a meeting;

            (iii) when the board of supervisors propose such a meeting; or

            (iv)  when the manager proposes such a meeting.

Article 77  The notice for a special board meeting can be sent through delivery
by public announcement or mail delivery. The notice must be at least 7 days in
advance.

            In any of the situation as provided in (ii) through (iv) of the
previous article, in the event that the chairman is unable of performing his
duty, he or she shall designate a director to convene the special board meeting.
In the event that the chairman fails to perform his duty without cause, and
fails to designate a specific individual to perform the duty in his or her
place, 1/2 or more of the directors may jointly recommend a director to convene
the meeting.

Article 78  The notice for a board meeting shall include the following items:

            (i)   the date and place of the meeting;

            (ii)  the duration of the meeting;

            (iii) the reasons for and subjects of the meeting; and

            (iv)  the specific date of issuance of said notice.

                                       14


Article 79  A board meeting cannot take place without at least 1/2 or more of
the directors present. Any resolution of the board shall be passed by a simple
majority of all the directors.

Article 80  Provided that it is ensured that directors may fully express their
views, a special board meeting may be conducted via facsimile and may pass
resolutions via facsimile. The attending directors may sign via facsimile as
well.

Article 81  A board meeting shall be attended by the directors themselves. In
the event that a director is unable to attend a board meeting for some reason,
the director may designate through a written document another director as his or
her agent to attend the meeting.

            The power of attorney shall indicate the name of the agent, the
matter or matters in which the agent is to act on behalf of the director, the
scope of authority and the duration of said power of attorney, and shall bear
the signature or stamp of the principal.

            A director who attends a board meeting shall exercise his or her
rights within the scope of his or her authority. A director who does not attend
a board meeting and who does not designate an agent to attend the meeting on his
or her behalf is deemed to have relinquished his or her voting right in said
meeting.

Article 82 The format of voting on a resolution in a board meeting: each
director has one vote.

Article 83  A board meeting shall be recorded in minutes, which shall be signed
by attending directors and the reporter. An attending director has the right to
request that an explanation about his or her speech be recorded in said minutes.
The minutes of a board meeting shall be kept as corporate file by the secretary
of the board of directors. The minutes of a board meeting shall be maintained as
a permanent record.

Article 84  The minutes of a board meeting shall include the following items:

            (i)   the date and place of the meeting and the name of the person
                  who convenes the meeting;

            (ii)  the names of the directors who attend the meeting as well as
                  the names of the directors (agents) who attend the meeting on
                  behalf of other directors;

            (iii) the agenda of the meeting;

            (iv)  the main points of directors' speeches; and

            (v)   the format and result of directors' voting on each resolution
                  (the voting result shall indicate the number of yes, nay or
                  abstention votes).

                                       15


Article 85  Directors shall sign the board's resolutions and shall be
responsible for resolutions of the board. In the event that a resolution of the
board contravenes the law, regulations or these By-Laws, and causes the Company
to sustain losses, those directors who participate in the resolution shall
liable to the Company for the losses. A director is relieved of his or her
liabilities on such a resolution if it is established that the director
expressed dissent in the voting on the resolution and said dissent was recorded
in the meeting's minutes.

                            Section 2     Directors

Article 86  Directors of the Company shall be individuals.

Article 87  Anyone who is determined to be someone barred from entering the
securities market either under Article 57 or Article 58 [Article 147 of the
current version] of Company Law or by China Securities Regulatory Commission,
and from whom said prohibition is not removed, shall not serve as a director of
the Company.

Article 88  Directors shall be elected or changed by the shareholders' meeting
and shall serve a term of three years. At the end of one term, a director may be
reelected. Before a director's term is finished, the shareholders' meeting may
not dismiss him as a director without cause.

            A director's term starts from the day when a shareholders' meeting
elects him or her as the director, and lasts until the term of the same class of
directors comes to its end.

Article 89  A director shall observe the requirements of the law, regulations
and these By-Laws, perform his or her duties faithfully, and protect the
interests of the Company. In the event that his or her own interest conflicts
with that of the Company and the shareholders, the director shall be guided by
the maximum interests of the Company and the shareholders, and shall promise:

            (i)     to exercise his or her rights within the scope of his or her
                    authority, and not to exceed the authorized scope;

            (ii)    except when in consistence with the provisions of these
                    By-Laws of the Company or when approved by a shareholders'
                    meeting which is properly informed of the matter, not to
                    enter into a contract or engage in transactions with this
                    Company;

            (iii)   not to seek benefit for oneself or for others by taking
                    advantage of insider information;

            (iv)    not to operate as an owner or manage for another person a
                    business that is in the same line of business as the Company
                    or engage in any activity that injures the interest of the
                    Company;

            (v)     not to accept bribery or other illegal income by taking
                    advantage of one's office, and not to misappropriate the
                    Company's assets;

                                       16


            (vi)    not to embezzle the Company's funds or to loan any funds of
                    the Company to another person;

            (vii)   not to take advantage of one's office to misappropriate or
                    accept either for oneself or another person a business
                    opportunity that belongs to the Company;

            (viii)  not to accept any commission on a transaction of the Company
                    without an approval of the shareholders' meeting which is
                    properly informed of the matter;

            (ix)    not to deposit any funds of the Company into an account
                    opened for oneself or for another person;

            (x)     not to pledge the assets of the Company as guarantee for a
                    loan of any shareholder of the Company or any other person;
                    and

            (xi)    without consent of the shareholders' meeting which is
                    properly informed of the matter, not to disclose any
                    confidential information relating to this Company that is
                    acquired during his or her term as a director, but may
                    disclose such information to a court or other government
                    authorities under the following situation:

                    1. when required by law;
                    2. when required by public interest;
                    3. when required by legitimate interest of the director.

Article 90  A director shall exercise the rights granted by the Company
prudently, carefully, and diligently, in order to ensure:

            (i)   that the business activities of the Company conform with the
                  requirements of the laws and administrative regulations of the
                  state as well as various economic policies of the state, and
                  that the business activities do not exceed the scope of
                  business as provided in the business license;

            (ii)  that all shareholders are treated fairly;

            (iii) that he or she has carefully read all business and financial
                  reports of this Company so that he or she is promptly informed
                  of the operation and management of the Company's business;

            (iv)  that he or she exercises his or her legally granted
                  discretionary authority over the Company, without improper
                  influence of another person; that he or she will not allow
                  another person to exercise such discretionary authority
                  unless permissible under the law or administrative
                  regulations or with an approval of the shareholders' meeting
                  which is properly informed of the matter; and

            (v)   that he or she will accept reasonable supervision and
                  recommendations on his or her performance of duties from the
                  board of supervisors.

Article 91  Unless permitted by the provisions of these By-Laws or properly
authorized by the board of directors, any director shall not act on behalf of
the Company



                                       17


or the board of directors in his or her individual capacity. When a
director is acting in an individual capacity and a third party has reason to
believe that the director is representing the Company or the board of directors,
the director shall clarify his or her position and capacity in advance.

Article 92  In the event that a director fails to attend in person a board
meeting on two consecutive occasions, when the director also fails to designate
another director to attend said meetings on his or her behalf, the director
shall be deemed to be incapable of performing his or her duties. The board of
directors shall recommend that the shareholders' meeting terminate said
director.

Article 93  A director may resign before his or her term is completed. A
director shall submit a written resignation to the board of directors in order
to resign.

Article 94  In the event that the resignation of a director will cause the
Company's board of directors to have a number of directors less than the legal
minimum, the resignation of said director shall take effect only after a
replacement director fills the vacancy created by the resignation.

            The remaining directors shall convene a shareholders' meeting to
elect a director to fill the vacancy created by the resignation of the director
as soon as practicable. Before the shareholders' meeting passes a resolution on
the election of a replacement director, the resigning director and the remaining
directors shall be reasonably limited in their authority.

Article 95  Upon the submission of resignation or the completion of a term, a
director shall not be automatically relieved of his obligations to the Company
and the shareholders before the resignation takes effect or within a reasonable
period after the resignation takes effect, or within a reasonable period after
the completion of a term. The director's obligation to keep any business secret
of the Company confidential will remain after the director's term is finished,
until the secret becomes public information. The duration of other obligations
of the director shall be determined on the principle of fairness, and shall be
decided by considering the length of time between the time an event happens and
the time a director leaves his or her office, as well as the circumstances and
conditions under which the director's relationship with the Company ends.

Article 96  In the event that a director whose term has not bee completed causes
losses to the Company by leaving his or her office without permission, the
director shall be liable to the Company for such losses.

Article 97  The Company shall not pay any taxes for a director in any form.

Article 98  The provisions on the obligations of a director that are included in
this section also apply to the supervisors, the manager and other officers of
the Company.

                                       18


              Section 3      The Secretary of the Board of Directors

Article 99    The board of directors has a secretary. The secretary of the board
of directors is an officer of the Company and is accountable to the board of
directors.

Article 100   The secretary of the board shall have necessary expertise and
experience, and is appointed by the board of directors.

              The provisions in Article 87 of these By-Laws on the situations in
which one shall not serve as a director of the Company also applies to the
secretary of the board.

Article 101   The main duties of the secretary of the board of directors include
the following:

              (i)   to prepare and submit reports and documents that the board
                    of directors and the shareholders' meeting are required to
                    submit or produce by the state authorities;

              (ii)  to prepare for board meeting and shareholders' meetings, and
                    to be responsible for the reporting of such meetings and for
                    the custody of minutes and documents of the meetings;

              (iii) to be in charge of the disclosure of the Company's
                    information, and to ensure that the disclosure of such
                    information is prompt, accurate, in compliance with the law,
                    truthful and complete; and

              (iv)  to ensure that those with the right to receive certain
                    records and documents of the Company receive such records
                    and documents promptly.

Article 102   A director of the Company or another office of the Company may
also serve as the secretary of the board of directors. A certified account with
an accounting firm retained by the Company and an attorney with a law firm
retained by the Company shall not serve as the secretary of the board of
directors.

Article 103   The secretary of the board of directors shall be nominated by the
chairman of the board, and shall be engaged or dismissed by the board of
directors. If a director also serves as the secretary of the board of directors,
in the event that a certain action needs to be taken by both the director and
the secretary of the board, the individual who serves both as a director and as
the secretary to the board may not take such action in his or her dual
capacities.

                             CHAPTER VI THE MANAGER

Article 104   The Company has one manager, who shall be engaged or dismissed by
the board of directors. A director may be engaged to serve concurrently as the
manager, a vice manager, or another type of officer.

Article 105   Anyone who is determined to be someone barred from entering the
securities market either under Article 57 or Article 58 [Article 147 of the
current version] of Company Law or by China Securities Regulatory Commission,
and from whom said prohibition is not removed, shall not serve as the manager of
the Company.

                                       19


Article 106   The manager shall serve a term of three years, and may be engaged
again to continue to serve as the manager.

Article 107   The manager shall be accountable to the board of directors and
exercises the following powers:

              (i)     to take charge of the manufacturing, operation and
                      management of the Company, and to report to the board of
                      directors on his or her work;

              (ii)    to arrange the implementation of board resolutions, annual
                      plans and investment plans of the Company;

              (iii)   to draft plans for setting up the internal administrative
                      structure of the Company;

              (iv)    to draft the basic administrative system of the Company;


              (v)     to draft specific rules and regulations of the Company;

              (vi)    to recommend to the board of directors the engagement or
                      dismiss of the vice manager and financial officers of the
                      Company;

              (vii)   to engage or dismiss executives except those who should be
                      engaged or dismissed by the board of directors;

              (viii)  to propose the compensations, benefits, awards and
                      penalties applicable to the employees of the Company, and
                      to decide on the engagement or termination of the
                      Company's employees;

              (ix)    to propose the convening of special shareholders'
                      meetings; and

              (x)     other powers granted by the board of directors.

Article 108   The manager may attend meetings of the board of directors. If a
non-director, the manager has no voting power in such board meetings.

Article 109   At the request of the board of directors or the board of
supervisors, the manager shall report to the board of directors or the board of
supervisors on the signing and performance of significant contracts of the
Company, the use of the Company's funds and the profits and losses of the
Company. The manager must ensure the truthfulness of such reports.

Article 110   When drafting provisions on the compensations, benefits, safety in
workplace, protection as well as insurance of the employees against work-related
injuries, or dismissal (or discharge) of the Company's employees, I.E., issues
where the immediate benefits of the employees are involved, the manager shall
first listen to opinions of the union.

Article 111   The manager shall set down detailed rules and regulations for the
operation and management, and shall implement such rules after they are
submitted to and approved by the board of directors.

                                       20


Article 112   The detailed rules and regulations for the manager include the
following items:

              (i)    the conditions, procedures and participants of a manager's
                     meeting;

              (ii)   the detailed responsibilities of and division of work among
                     the manager, the vice manager and other officers;

              (iii)  the limits on the [manager's] authority to use the
                     Company's funds and assets, and to enter into significant
                     contracts, as well as the rules for reporting to the board
                     of directors and the board of supervisors; and

              (iv)   other items deemed necessary by the board of directors.

Article 113   The Company manager shall abide by the provisions of the law,
administrative regulations and the Company's By-Laws, and shall exercise his or
her duty of honesty and diligence.

Article 114   The manager may resign before his or her term is finished. The
specific procedure and mechanism for the resignation of the manager shall be
provided in the employment contract between the manager and the Company.

                      CHAPTER VII THE BOARD OF SUPERVISORS

                      Section 1     The Board of Supervisors

Article 115   The Company has a board of supervisors. The board of supervisors
shall comprise of three or more supervisors, and shall have one chairman of the
board of supervisors. The chairman of the board of supervisors shall be elected
by the supervisors. In the event that the chairman of the board of supervisors
is unable to perform his or her duties, the chairman shall designate a
supervisor to perform the duties in his or her place. A supervisor shall not
also serve as a director of the Company and shall not assume any executive
positions of the Company.

Article 116   The board of supervisors may exercise the following powers:

              (i)    the chairman of the board of supervisors may attend
                     meetings of the board of directors;

              (ii)   to inspect the finance of the Company;

              (iii)  to supervise the directors, the manager and the other
                     officers in their execution of their office with the
                     Company in order to detect possible violations of the law,
                     regulations or these By-Laws of the Company;

              (iv)   in the event that the action of a director, the manager or
                     another officer damages the interests of the Company, to
                     demand that corrections be made as to said action, and, if
                     necessary, to report to the shareholders' meeting or to the
                     proper authorities of the state;

                                       21


              (v)    to propose the convening of a special shareholders'
                     meeting;

              (vi)   other powers granted by the shareholders' meeting.

Article 117   In exercising its powers, the board of supervisors may retain
professional entities such as law firms and accounting firms to provide
assistance. The fees thus incurred shall be paid by the Company.

Article 118   The board of supervisors shall hold at least two meeting each
year. A written notice for a meeting shall be delivered to all the supervisors
at least 10 days before the date of the meeting.

Article 119   The notice for a meeting of the board of supervisors shall include
the following items: the date, place and duration of the meeting, the reasons
and subjects of the meeting, and the date of issuance of the notice.

                            Section 2     Supervisors

Article 120   Representatives of the shareholders and the Company's employees
shall serve as supervisors.

Article 121   Anyone who is determined to be someone barred from entering the
securities market either under Article 57 or Article 58 [Article 147 of the
current version] of Company Law or by China Securities Regulatory Commission,
and from whom said prohibition is not removed, shall not serve as a supervisor
of the Company.

              The manager or other officers shall not also serve as a
supervisor.

Article 122   A supervisor shall serve a term of three years. A supervisor who
is a shareholder shall be elected or changed by the shareholders' meeting, and a
supervisor who is an employee shall be democratically elected or changed by the
employees of the Company. A supervisor may serve more than one term if
reelected.

Article 123   In the event that a supervisor fails to attend in person a board
meeting on two consecutive occasions, the supervisor shall be deemed to be
incapable of performing his or her duties. The shareholders' meeting or the
general assembly of the employees' representatives shall discharge and replace
said supervisor.

Article 124   A supervisor may resign before his or her term is finished. The
provisions in Chapter V of these By-Laws concerning the resignation of a
director also apply to that of a supervisor.

Article 125   A supervisor shall abide by the provisions of the law,
administrative regulations and the Company's By-Laws, and shall exercise his or
her duty of honesty and diligence.


                                       22


              Section 3    Resolutions of the Board of Supervisors

Article 126   A meeting of the board of supervisors shall be recorded in
minutes, which shall be signed by attending supervisors and the reporter. An
attending supervisor has the right to request that certain explanation about his
or her speech be recorded in said minutes. The minutes of a board meeting shall
be kept as corporate file by the secretary of the board of directors. The
minutes of a meeting of the board of supervisors shall be maintained as a
permanent record.

 CHAPTER VIII FINANCIAL AND ACCOUNTING BY-LAWS, PROFIT DISTRIBUTION AND AUDITING

                 Section 1     Financial and Accounting By-Laws

Article 127   The Company shall establish the financial and accounting by-laws
of the Company in accordance with the laws, administrative regulations and the
provisions by the proper government authorities.

Article 128   The Company shall compile its annual financial report within 120
days of the end of each fiscal year.

Article 129   The Company's annual financial report and interim financial report
on interim profit distribution shall include the following items:

              (i)    the Company's balance sheet;

              (ii)   profit table;

              (iii)  profit distribution table;

              (iv)   a chart indicating the changes of the Company's financial
                     situation (or a cash flow chart); and

              (v)    financial statements and the accompanying notes.

              In the event that the Company does not make interim profit
distribution, the financial report shall include financial statements and the
accompanying notes listed in the list above except item (iii).

Article 130   Interim financial reports and annual financial reports shall be
compiled in accordance with the provisions of the governing laws and
regulations.

Article 131   Except its statutory accounting books, the Company shall have no
other accounting books. The Company's assets shall not be deposited into an
account that is opened in the name of any individual.

Article 132   The Company's post-tax profit shall be distributed in the
following order:

              (i)    to make up losses from the previous fiscal year;

              (ii)   to contribute 10% to the statutory capital reserve;

              (iii)  to contribute 5% to 10% to the statutory public benefit
                     fund;

              (iv)   to contribute an amount to the discretionary capital
                     reserve; and

                                       23


              (v)    to pay dividends to the shareholders.

              When the Company's statutory capital reserve equals 50% or more of
the Company's registered capital, the Company may cease to withdraw from
post-tax profit to contribute to the reserve. Whether withdrawals should be made
to contribute to the discretionary capital reserve after contributions to the
statutory capital reserve and the statutory public benefit fund shall be
determined by the shareholders' meeting. The Company shall not distribute
dividends to its shareholders before it makes up its losses and contributes to
the statutory capital reserve and the statutory public benefit fund.

Article 133   When the shareholders' meeting decides by resolution to convert
capital reserve into capital stock, new shares shall be distributed to the
shareholders in proportion to the existing ownership percentage of the
shareholders. But in converting the statutory capital reserve into capital
stock, the remainder of said capital reserve shall not be less than 25% of the
registered capital of the Company.

Article 134   After the shareholders' meeting makes a resolution on the plan for
the distribution of profits, the board of the directors shall finish the
distribution of dividends (or shares) within two months after the shareholders'
meeting.

Article 135   The Company may distribute dividends by using cash or stock.

                            Section 2     Auditing

Article 136   The Company shall have an internal auditing system, with full-time
(or part-time) auditors installed to conduct internal auditing supervision over
the Company's cash flow and economic activities.

Article 137   The internal auditing system and the responsibilities of the
auditors shall be implemented after the approval of the board of directors. The
auditing officer shall be accountable to the board of directors and shall report
to the same on its work.

Article 138   The Company may retain an accounting firm to conduct audits of the
Company's financial statements, assessment of the Company's net assets as well
as performing other related consulting services, for a term of one year, and may
renew the engagement after the one-year term.

Article 139   The Company's decision to retain an accounting firm shall be made
by the shareholders' meeting.

                    CHAPTER IX NOTICE AND PUBLIC ANNOUNCEMENT

Article 140   The Company shall send out its notice in the following manners:

              (i)    by delivering the notice by messenger;

              (ii)   by mailing;

                                       24


              (iii)  by public announcement; or

              (iv)   by other means provided in these By-Laws.

Article 141   When a notice of the Company takes the form of public
announcement, all related parties shall be deemed to have received the notice
upon the publication of the notice.

Article 142   When the Company sends out a notice by messenger, the recipient of
the notice shall sign (or stamp on) the receipt, and the date when the recipient
receives the notice shall be the service date;

              When the Company sends out a notice by mail, the service date
shall be the tenth business day from the date when the notice is deposited with
the post office; when the Company sends out a notice by public announcement, the
date when the first public announcement appears shall be the service date.

Article 143   In the event that a notice to someone entitled to such a notice is
omitted by accident or such an individual or individuals fail to receive a
notice for a meeting, the meeting and the resolutions made by the meeting shall
not be invalid for this reason.

            CHAPTER X MERGERS, SPLIT-UPS, DISSOLUTION AND LIQUIDATION

                       Section 1     Mergers or Split-Ups

Article 144   The Company may carry out mergers or split-ups in accordance with
the law.

              A company merger may be effected by way of merger [where the
acquired company is dissolved after the merger] or consolidation [where the two
companies that merge to form a new company are dissolved after the merger].

Article 145   The Company shall follow the following procedures in conducting a
merger or split-up:

              (i)    The board of directors shall draft the plan for the merger
                     or split-up;

              (ii)   The shareholders' meeting shall make a resolution thereupon
                     in accordance with the provisions of these By-Laws;

              (iii)  All concerned parties shall sign the merger or split-up
                     contract;

              (iv)   The necessary procedure for applying for governmental
                     approval shall be followed in accordance with the law;

              (v)    The related matters such as creditor's rights and debts
                     shall be dealt with; and

              (vi)   The dissolution registration or amendment registration
                     shall be made.

Article 146   In the event of a merger or split-up of the Company, all concerned
parties in the merger or split-up shall compile balance sheets and checklists of
properties. The Company shall notify the creditors within 10 days of the
resolution made by the shareholders' meeting on the merger or split-up.

                                       25


Article 147   Within 30 days of the receipt of a notice [of a merger or split-up
of the Company], or within 90 days of the first public announcement of a notice
for those creditors who have not received the notice, a creditor has the right
to demand that the Company pay off the debts or provide a guarantee thereof. In
the event that the Company is unable to pay off the debts or provide a guarantee
thereof, the Company may not conduct the merger or split-up.

Article 148   When the Company is conducting a merger or split-up, the Company's
board of directors shall take necessary measures to protect the legitimate
interests of those shareholders who oppose the merger or split-up of the
Company.

Article 149   The disposition of the assets, creditor' rights, and debts of all
concerned parties of the merger or split-up shall be specifically provided under
a contract.

              After the Company has completed a merger, the creditor's rights
and debts of both or all merging parties shall be assumed by the surviving
company or the new company [which is formed by the two merging companies as a
result of the merger].

              The pre-split-up debts of the Company shall be assumed by the
companies resulting from the split-up in accordance with the contract governing
the matter.

Article 150   In the event registered items are changed due to the merger or
split-up of the Company, the Company shall apply to the company registration
authority for modification of its registration in accordance with the law. The
Company shall apply for dissolution registration when the Company is dissolved
in accordance with the law. When the Company sets up a new company, it shall
register the establishment of the company in accordance with the law.

                   Section 2     Dissolution and Liquidation

Article 151   Under any of the following circumstances, the Company shall
dissolve and liquidate in accordance with the law:

              (i)    when the term of business operation expires;

              (ii)   when the shareholders' meeting decides to dissolve the
                     Company;

              (iii)  when the Company is dissolved due to a merger or split-up;

              (iv)   when the Company files for bankruptcy in accordance with
                     the law as a result of its inability to pay debts that have
                     become due; or

              (v)    when the Company is legally ordered to be dissolved for its
                     violation of laws or regulations.

Article 152   In the event that the Company is dissolved under (i) or (ii) of
the previous article, a liquidation group shall be formed within 15 days. The
members of the liquidation group shall be determined by the shareholders'
meeting through a general resolution.

                                       26



              In the event that the Company is dissolved under (iii) of the
previous article, the liquidation shall be conducted by the parties of the
merger or split-up in accordance with the contract entered into at the time of
the merger or split-up.

              In the event that the Company is dissolved under (iv) of the
previous article, the People's Court shall organize, in accordance with the
relevant legal provisions, the shareholders, concerned government agencies as
well as professionals into a liquidation group to conduct the liquidation.

              In the event that the Company is dissolved under (v) of the
previous article, the proper government authorities shall organize the
shareholders, concerned government agencies as well as professionals into a
liquidation group to conduct the liquidation.

Article 153   Upon the formation of the liquidation group, the powers of the
board of directors and the manager shall cease immediately. During the
liquidation, the Company shall not conduct any new business operation.

Article 154   The liquidation group shall exercise the following powers during
the liquidation:

              (i)    to notify or to make public announcements to creditors;

              (ii)   to dispose of the properties of the Company, and to compile
                     balance sheets and checklists of properties;

              (iii)  to wind up unfinished business of the Company;

              (iv)   to pay outstanding taxes;

              (v)    to dispose of the creditor's rights and debts;

              (vi)   to dispose of the residual properties of the Company after
                     the debts are paid off; and

              (vii)  to participate in civil lawsuits on behalf of the Company.

Article 155   The procedure of the liquidation of the Company, the order in
which various disposals of the Company's properties shall proceed, and other
unfinished matters shall be governed by the relevant laws and regulations of the
state.

                      CHAPTER XI AMENDMENTS OF THE BY-LAWS

Article 156   Under any of the following circumstances, the Company shall amend
the By-Laws:

              (i)    when Company Law or related laws and administrative
                     regulations are amended, resulting in the provisions of the
                     By-Laws conflicting with the amended laws and
                     administrative regulations;

                                       27


              (ii)   when the circumstances of the Company have changed so that
                     they are inconsistent with the provisions of the By-Laws;
                     or

              (iii)  when the shareholders' meeting decides to amend the
                     By-Laws.

Article 157   In the event that the amendment(s) to the By-Laws that have been
decided by the shareholders' meeting by resolution need to be approved by the
government authorities, the amendment(s) shall be submitted to the government
authorities which approved the original By-Laws. In the event that the
amendment(s) involves registration, the modification of the registration shall
be applied for in accordance with the law.

Article 158   The directors shall amend the Company's By-Laws in accordance with
the resolutions of the shareholders' meeting on such amendments and the opinions
of the government authorities upon review of such amendments.

Article 159   The amendment(s) of the By-Laws shall be publicly announced in
accordance with the governing provisions when the amendment(s) include
information that is required by the laws and regulations to be disclosed.

Chapter XII       Supplementary Provisions

Article 160   The board of directors may draft regulations of the By-Laws in
accordance with the provisions of the By-Laws. The regulations of the By-Laws
shall not conflict with the provisions of the By-Laws.

Article 161   These By-Laws are written in Chinese. In the event that a version
of the By-Laws in any other language or a different edition of the By-Laws
appears to differ from these By-Laws in meaning, the latest approved and
registered Chinese By-Laws shall be the authentic version.

Article 162   "No less than" and "not more than" as used in these By-Laws
include the number following the phrase, and "less than" or "above" do not
include the number following the phrase or word.

Article 163   The board of directors are responsible for the interpretation of
the By-Laws.

Signatures of all shareholders:

[the signatures of Zhu Xianfu, Ben Baoke, Si Shuichi, Wang Qinghe, Wang Juanjuan
and Liu Chaoyang]


                                       28

EX-99.3

                                                                    Exhibit 99.3


  DOCUMENT OF THE DEPARTMENT OF COMMERCIAL AFFAIRS OF HENAN PROVINCE

             Henan commercial capital administration [2005] NO. 210
- --------------------------------------------------------------------------------

Opinion on the Acquisition of Henan Zhongpin Food Co., Ltd.

Bureau of Commercial Affairs of Xuchang City:

       We are in receipt of the Application for Instructions Concerning the
Change of Henan Zhongpin Food Co., Ltd. into a Foreign Invested Enterprise
submitted by your bureau. Upon review of said application, we are of the
following opinion:

       1. We approve the stock acquisition of Henan Zhongpin Food Co., Ltd.(the
"Company"). We agree that the shareholders of the Company may transfer the 100%
of the stock of the Company that they hold to Falcon Link Investment Limited,
registered in British Virgin Islands) where shareholder Zhu Xianfu may transfer
his 71.6% holding of the Company's stock, Ben Baoke may transfer his 7.45%
holding of the Company's stock, Si Shuichi may transfer his 5.28% holding of the
Company's stock, Wang Qinghe may transfer his 5.44% holding of the Company's
stock, Liu Chaoyang may transfer his 5.51% holding of the Company's stock, and
Wang Juanjuan may transfer her 4.72% holding of the Company's stock. After the
stock acquisition, the status of the Company shall change into that of a
wholly-owned foreign enterprise ["WOFE"]. We approve the By-laws signed by the
investor Falcon Link Investment Limited on August 25, 2005, and we agree to
issue the Certificate of Approval for Establishment of Enterprises with Foreign
Investment, with the certificate number to be Commercial Foreign Capital Henan
Government Capital [these being abbreviations of the certificate issuer] No.
[2005] 0030. After the acquisition, the Company, as an enterprise with foreign
investment, shall succeed to the claims and liabilities of the Company accrued
or incurred before the acquisition.

       2. We approve the overall investment of the Company to be RMB (Y)22.85
million [US $2.76 at the exchange rate of US $1 = RMB (Y)8.27] and the
registered capital to be RMB (Y)16 million [US $1.93 million at the exchange
rate of US $1 = RMB (Y)8.27], and we agree that the investor Falcon Link
Investment Limited shall invest in cash in U.S. dollars and it shall hold 100%
of the registered capital [of the Company].

       3. We approve the Company's scope of business to be the following:
processing of domestic animals and poultry as well as their products; animal
oil, aquatic products, drinking water, fast frozen fast food, fast frozen
vegetables, processing and selling of canned food, import and export business
(excluding distribution of imported goods).

       4. We approve that the duration of operation of the Company shall be 20
years starting from the date on which the Company changes its registration into
that of an enterprise with foreign investment.




       Please give notice to the Company that based upon this Opinion and the
Certificate of Approval, it may change its registration or submit documents for
official record with the proper authorities including the Bureau of
Administration for Industry and Commerce within the provided period of time.

       The above constitutes the reply [to your application].

       September 13, 2005

       [certified with the official stamp of Department of Commercial Affairs of
Henan Province]

       Key words: foreign trade, foreign investment, company, acquisition,
opinion
- --------------------------------------------------------------------------------

cc: Commission of Development and Reform of [Henan] Province, Department of
Finance [of Henan Province], Bureau of Administration for Industry and Commerce
[of Henan Province], Bureau of National Taxation [of Henan Province], Bureau of
Adminstration for Foreign Currency [of Henan Province], Bureau of Technological
Monitor [of Henan Province], the Customs of Zhengzhou, and officials of this
Department. Also filed for record.

- --------------------------------------------------------------------------------

Office of the Bureau of Commercial Affairs of Henan Province, issued on
September 13, 2005

- --------------------------------------------------------------------------------

EX-99.4

                                                                    Exhibit 99.4


     CERTIFICATE OF APPROVAL FOR ESTABLISHMENT OF ENTERPRISES WITH FOREIGN
                  INVESTMENT IN THE PEOPLE'S REPUBLIC OF CHINA

Approval Number:    Commercial Foreign Capital Henan Government Capital No.
                    [2005] 0030

Code for Import and Export Enterprise: 4100777984088

Date of Approval:   September 15, 2005

Date of Issuance:   September 15, 2005

Serial Number of Certificate Issuance: 4100004503

Name of Enterprise: Henan Zhongpin Food Co., Ltd.

Address: south of Changxing Road, Changge City, Henan Province

Type of Business:   Enterprise with Foreign Investment

Duration of Operation: 20 years

Total Investment: RMB (Y)22.85 million [US $2.76 million at the exchange rate of
                  US $1 = RMB (Y)8.27]

Registered Capital: RMB (Y)16 million [US $1.93 million at the exchange rate of
                    US $1 = RMB (Y)8.27]

Scope of Business:  processing of domestic animals and poultry as well as their
                    products; animal oil, aquatic products, drinking water, fast
                    frozen fast food, fast frozen vegetables, processing and
                    selling of canned food, import and export business
                    (excluding distribution of imported goods).

Name of Investors:  Falcon Link Investment Limited

Place of Registration:  British Virgin Islands

Capital Contribution:  U.S. dollars in cash equivalent to RMB (Y)16 million


                                                                [duplicate copy]

EX-99.5

                                                                    Exhibit 99.5

- --------------------------------------------------------------------------------





                    BY-LAWS OF HENAN ZHONGPIN FOOD CO., LTD.

                          CHAPTER I  GENERAL PROVISIONS

ARTICLE 1

In accordance with the Law of the People's Republic of China on  Foreign-Capital
Enterprises  and related laws and  regulations of China,  Falcon Link Investment
Limited  converted  Henan Zhongpin Food Co., Ltd.,  into a wholly  foreign-owned
enterprise by purchasing  all the equity  interests in Henan  Zhongpin Food Co.,
Ltd. For this purpose, these By-Laws are hereby established.

ARTICLE 2

The name of the  Company  in  Chinese:  HENAN  ZHONGPIN  SHIPIN  YOUXIAN  GONGSI
(hereinafter referred to as the "Company").

The name of the Company in English: Henan Zhongpin Food Co., Ltd.

Legal  address of the  Company:  south of the  middle  part of  Changxing  Road,
Changge City, Henan Province, China

Legal Representative of the Company: ZHU Xianfu

Nationality of the Legal  Representative  of the Company:  People's  Republic of
China

ARTICLE 3

The organization  form of the Company is a limited  liability  company [which is
equivalent of "corporation"  under U.S. law and should be distinguished from the
"limited  liability  company"  used as a legal  term  of art in U.S.  law].  The
Company is an  enterprise  legal person under  Chinese law. The Company is under
the governance and protection of Chinese laws and all its activities must comply
with the provisions of Chinese laws, regulations and relevant rules.



- --------------------------------------------------------------------------------

                   CHAPTER II  OBJECTIVES AND SCOPE OF BUSINESS

ARTICLE 4

The objectives of the Company:  based on the hope to enhance and expand economic
cooperations  with foreign  countries,  to  introduce  advanced  technology  and
management  methods,  to  leverage  the  advantages  in human  resources  of the
domestic area,  and to develop the business and operation of the Company,  so as
to obtain desirable benefits for the community and satisfactory economic results
[for the investors].

ARTICLE 5

The business scope of the Company: processing of domestic animals and poultry as
well as their products;  animal oil,  aquatic  products,  drinking  water,  fast
frozen fast food, fast frozen vegetables, processing and selling of canned food,
import and export business (excluding distribution of imported goods).

         CHAPTER III  TOTAL INVESTMENT AMOUNT AND THE REGISTERED CAPITAL

ARTICLE 6

The total amount of the investment in the Company is RMB (Yen)22.85  MILLION [US
$2.76 at the exchange rate of US $1 = RMB (Yen)8.27].

ARTICLE 7

The amount of the registered  capital of the Company is RMB  (Yen)16.00  MILLION
[US $1.93 million at the exchange rate of US $1 = RMB (Yen)8.27].

ARTICLE 8

Falcon Link Investment  Limited shall pay the full  consideration  to the former
shareholders  of the  Company  according  to the  Agreement  for the  Merger and
Acquisition,  the Interim  Provisions  on Mergers and  Acquisitions  of Domestic
Enterprises by Foreign  Investors,  the Law of the People's Republic of China on
Foreign-Capital Enterprises and its implementing regulations.

ARTICLE 9

An adjustment of the Company's  registered  capital or total  investment  amount
shall be submitted for approval to the examining and approving authority. During
operation,  the Company may not reduce its registered  capital.  Any increase or
transfer of the registered capital of the Company shall, after being unanimously
approved by the Board of Directors,  be submitted to the original  examining and
approving  authority  for approval  and the Company  shall go through the proper
formalities for modifying the registration with the administrative authority for
industry and commerce.

                                       2


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                        CHAPTER IV  THE BOARD OF DIRECTORS

ARTICLE 10

The  Company  shall set up the Board of  Directors,  which  shall be the highest
authority of the Company.  It shall decide all major issues of the Company.  The
date of issuance of the approval certificate of the Company shall be the date of
the establishment of the Board of Directors.

ARTICLE 11

The Board of  Directors  is  composed  of five (5)  directors  and shall  have a
chairman.  The chairman of the Board is the legal representative of the Company.
In the event that the  chairman is unable to exercise  his/her  responsibilities
for any reason,  he or she shall  authorize  any other  director to exercise the
powers and fulfill the obligations in his or her place.

ARTICLE 12
The term of office  for the  directors  is three (3)  years,  and their  term of
office may be renewed if they are re-appointed.

ARTICLE 13

Unanimous  approval by all  directors  shall be  required  for a decision by the
Board of Directors on any major issue of the Company. The following issues shall
be decided only by a unanimous vote by all the directors of the Board:

1.   amendment(s) of the By-Laws of the Company;

2.   the merger of the Company with another entity;

3.   termination and dissolution of the Company; and

4.   increase or transfer of the registered capital of the Company.

ARTICLE 14

The  following  issues shall be decided by the Board of Directors by  resolution
and a simple  majority  of all the  directors  present  in a board  meeting  are
required to pass a resolution on such issues:

1.   determining or amending the Company's business and operation;

                                       3


- --------------------------------------------------------------------------------

2.   deliberating and approving major long-term or mid-term development plans of
     the Company;

3.   deliberating and approving the annual operation plans,  including personnel
     plans, capital expenditure and financial budget plans etc.;

4.   deliberating  and  approving  the  financial  plans,  amount of loans to be
     borrowed or loan  arrangements,  including changes in the capital structure
     or the implementation of any method to raise new capital;

5.   deliberating and approving the annual financial statements;

6.   determining  the  amount  [out  of  net  profits]  to be  deposited  in the
     Company's reserve funds, development funds, bonus and welfare funds for the
     Company's employees;

7.   deliberating  and  approving  any  plan  of  dividend  distribution  by the
     Company;

8.   determining the suspension of any business  operation of the Company or the
     liquidation of the Company;

9.   holding,  investing  in,  purchasing,   liquidating  or  disposing  of  any
     securities in any other company;

10.  deliberating and approving the  establishment of subsidiaries,  branches or
     other offices of the Company;

11.  engaging,  dismissing,  and  determining  the  compensations  of  certified
     auditors and  independent  accounts [for the Company] who are registered in
     China and meet international standards in performing their work;

12.  appointing,  discharging and determining the  compensation of the Company's
     senior  executives;

13.  determining  the  authorities  to  be  granted  to  the  Company's   senior
     executives; and

14.  any other matter that is required to be decided by  resolution of the Board
     of Directors in accordance  with these By-Laws or the  applicable  laws, as
     well as other major  issues the Board of Directors  considers  its decision
     thereon necessary.

ARTICLE 15

The Board of Directors  shall convene at least one board meeting each year.  The
chairman may convene an interim  meeting  based on a proposal  made by more than
one third of the total number of directors.

ARTICLE 16

A board meeting shall be convened and presided over by the chairman of

                                       4


- --------------------------------------------------------------------------------

the Board.  In the event that the chairman is unable to attend a board  meeting,
he or she shall authorize another director to preside over said board meeting.

ARTICLE 17

In the even that a director is unable to attend a board  meeting for any reason,
the  director  may issue a power of  attorney  to appoint an agent to attend the
board  meeting  and vote on his or her  behalf.  In the event that  neither  the
director nor the director's agent attends the board meeting, said director shall
be deemed to have waived his or her voting right.

ARTICLE 18

A board meeting [including interim meeting] shall have a quorum of more than two
thirds of the directors.

ARTICLE 19

Each board meeting shall have detailed minutes, which shall be signed by all the
directors attending the meeting. The minutes shall be kept by the Company in its
file for future reference.

                              CHAPTER V  MANAGEMENT

ARTICLE 20

The Company shall adopt the system where the general  manager is responsible for
the  management  of the  Company  while  under  the  leadership  of the Board of
Directors,  with one (1) general manager and one (1) deputy general manager, who
shall be engaged by the Board of Directors.

ARTICLE 21

The general manager is directly  accountable to the Board of Directors and shall
carry  out the  resolutions  of the  Board and  organize  and guide the  overall
production of the Company.  The deputy general  manager shall assist the general
manager in his or her work.

ARTICLE 22

The general manager of the Company shall exercise the following specific powers:

1.   in  accordance   with  the  By-Laws  of  the  Company,   to  implement  the

                                       5


- --------------------------------------------------------------------------------

     resolutions,  rules  and  regulations  of the  Board of  Directors,  and to
     organize the production and business operations of the Company;

2.   to arrange  to draft the  Company's  development  plans,  annual  operation
     plans,  operation  targets and profit targets,  to submit such plans to the
     Board of Directors for its deliberation and approval, and to be responsible
     for the execution and  implementation of such plans after they are approved
     by the Board of Directors;

3.   to be in charge of the drafting of the rules and  regulations  on operation
     and management,  the financial rules, the rules on labor and  compensation,
     the rules on  employees'  work  attendance,  and the  rules on  awards  and
     penalties,  to submit them to the Board of Directors  for its  deliberation
     and  approval,  and to implement  such rules after they are approved by the
     Board of Directors;

4.   to propose plans to raise funds for the Company,  annual  financial  budget
     plans, annual final account plans, construction plans, etc. to the Board of
     Directors for its  deliberation  and  approval;  to monitor and control the
     revenue and expenditure of the Company;

5.   in accordance with the operation targets and annual operation plan that are
     passed by the Board of Directors,  to arrange to draft  annual,  quarterly,
     and monthly tables of progress for  production,  development and operation,
     and to be in charge of meeting the  technological  and economic targets set
     by the Board of Directors;

6.   to set forth and submit to the Board of Directors for its  deliberation and
     approval proposals for the organizational  structure of the Company that is
     consistent  with the management of the Company,  to establish the rules and
     regulations for subordinate departments,  to engage department managers, to
     file related  records with the Board of Directors,  and, in accordance with
     the  relevant  provisions  established  by  the  Board  of  Directors,   to
     determine, with respect to such managers, compensations including salaries,
     awards and penalties, and promotions;

7.   to be responsible  for submitting  annual work reports and other reports to
     the Board of Directors, and for responding to inquiries of directors;

8.   to  submit  statistical   statements  to  the  government   authorities  in
     accordance with their requirements;

9.   to be in charge of other work related to the  management of the  production
     and business operations of the Company, to have full authority to deal with
     ordinary  business  matters  within the scope of  authority  granted by the
     Board of Directors,  to sign and issue  documents on behalf of the Company,
     and to deal with other matters which the Board of Directors  authorizes him
     or her to deal with; and

                                       6


- --------------------------------------------------------------------------------

10.  the deputy  general  manager to assist  the  general  manager in his or her
     work,  and to assume the  responsibilities  of the  general  manager in the
     absence of the general manager.

ARTICLE 23

In the event that the general  manager,  the deputy  general  manager,  or other
senior  employees  should  desire to  resign,  he or she shall  submit a written
resignation  to the Board of  Directors  180 days in advance of the  resignation
requested. He or she shall not leave his or her office until said resignation is
approved by the Board of Directors after discussion.

          CHAPTER VI  TAXATION, FINANCE AND FOREIGN EXCHANGE MANAGEMENT

ARTICLE 24

The Company  shall pay taxes in accordance  with the  provisions of Chinese laws
and regulations.

ARTICLE 25

The  employees of the Company  shall pay  individual  income taxes in accordance
with the provisions of Chinese laws and regulations.

ARTICLE 26

The  Company  shall,  in  accordance  with the  provisions  of Chinese  laws and
regulations  and  the  proper  finance  authorities,  set up its  financial  and
accounting  rules and regulations and shall file them with the local finance and
tax authorities for their record.

ARTICLE 27

The fiscal  year of the Company  shall be from  January 1 to December 31 of each
Gregorian calendar year.

ARTICLE 28

After the income tax has been paid in  accordance  with  Chinese  tax laws,  the
Company  shall  withdraw  certain  amounts from its profits to deposit them into
reserve funds and the employee bonus and welfare funds. The amount withdrawn for
the reserve  funds shall not be less than 10% of the post-tax  profits,  and the
withdrawal may stop when the accumulated amount withdrawn is no less than 50% of
the registered capital of the enterprise. The percentage of the post-tax profits
to be withdrawn for employee  bonus and welfare funds shall be determined by the
Board of Directors.

                                       7


- --------------------------------------------------------------------------------

ARTICLE 29

The  Company  may not  distribute  the  profits  unless  and until the losses of
previous fiscal years have been made up. The  undistributed  profits of previous
fiscal years may be distributed  together with the distributable  profits of the
current fiscal year.

ARTICLE 30

The Company shall use RMB as the basic monetary unit for bookkeeping. Conversion
of RMB with other  currencies  shall be  calculated  on the basis of the current
exchange rate as of the day of occurrence of a particular event,  promulgated by
the State Administration of Foreign Exchange of the People's Republic of China.

ARTICLE 31

The  Company  shall,  according  to  international  practice,  adopt the accrual
accounting system and debit-credit bookkeeping method.

ARTICLE 32

The Company  shall engage  Chinese  certified  public  accountants  to audit the
annual accounting statements and to issue a report thereupon.

ARTICLE 33

The Company shall provide statistical data and submit statistical  statements to
the proper  government  authorities  in  accordance  with the  provisions of the
Statistics  Law of the People's  Republic of China and the  provisions  of China
concerning the statistical system for the utilization of foreign capital.

ARTICLE 34

The foreign  exchange  issues of the Company shall be handled in accordance with
the  relevant   Chinese  laws  and  regulations   concerning   foreign  exchange
administration.

                                       8


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                          CHAPTER VII  LABOR MANAGEMENT

ARTICLE 35

Such issues of the Company as recruitment,  employment,  dismissal, resignation,
compensation, welfare, workplace safety and labor discipline shall be handled in
accordance with relevant labor laws and regulations of China.

ARTICLE 36

The Company shall recruit the employees it needs and shall enter into employment
contracts with its employees.

ARTICLE 37

The compensation of the employees of the Company shall be decided by the general
manager in  reference  to  China's  relevant  provisions  and  according  to the
particular  circumstances  of the Company and shall be specifically  provided in
the employment contract.

ARTICLE 38

The employees of the Company shall be entitled to the pension insurance, medical
insurance  and other  social  insurance  in  accordance  with  Chinese  laws and
regulations as well as relevant provisions of the local government.

                            CHAPTER VIII  TRADE UNION

ARTICLE 39

The  employees  of the Company have the right to set up  grassroots  trade union
organizations  and  conduct  trade  union  activities  in  accordance  with  the
provisions of the Trade Union Law of the People's Republic of China.

ARTICLE 40

The trade union of the Company  represents the interests of the  employees.  The
trade  union  of the  Company  can,  on  behalf  of the  employees,  enter  into
collective  labor  contracts with the Company,  supervise the performance of the
labor  contract,  and to help mediate  disputes  between the  employees  and the
Company.

                                       9


- --------------------------------------------------------------------------------

          CHAPTER IX  DURATION OF BUSINESS OPERATION, DISSOLUTION AND
                                   LIQUIDATION

ARTICLE 41

The  operating  period of the  Company is twenty (20) years and shall start from
the date on which the business license of the Company is issued.

ARTICLE 42

The Company may submit a written  application  to the original  examination  and
approval authority for extension when the original term of operation expires. In
the  event of the  dissolution  of the  Company,  the Board of  Directors  shall
formulate  liquidation  procedures in accordance  with the provisions of Chinese
laws and  regulations  and  organize a  liquidation  committee  to  conduct  the
liquidation. After the debts of the Company are paid off, the residual assets of
the Company shall be distributed to the shareholders of the Company.

ARTICLE 43

Under any of the following circumstances, the Company shall be terminated:

1.   upon the expiration of its term of operation;

2.   when the foreign investor decides to dissolve it because of poor management
     and serious losses;

3.   when the business  cannot be carried on because of heavy  losses  resulting
     from FORCE MAJEURE such as natural disasters and wars;

4.   when the Company becomes bankrupt;

5.   when  it is  cancelled  in  accordance  with  the  law as a  result  of its
     violation of Chinese laws and  regulations or due to its harming the social
     and public interests; or

6.   when any of the other  causes  for  dissolution  that are  provided  in the
     By-Laws of the Company has occurred.

ARTICLE 44

When a circumstance listed in clauses 2, 3 or 4 of the preceding article occurs,
the Company shall, on its own initiative,  submit an application for termination
to the examining and approving  authority for approval.  The date upon which the
examining  and  approving  authority  issues the  approval  shall be the date of
termination of the Company.

                                       10


- --------------------------------------------------------------------------------

ARTICLE 45

In the event that the Company is terminated in accordance with the provisions in
clauses  1,  2, 3 or 6 of  this  Article  43,  the  Company  shall  conduct  the
liquidation in accordance with the laws.

ARTICLE 46

The  post-liquidation  net assets and  residual  properties  of the Company that
exceed the Company's registered capital shall be treated as profits and shall be
subject to income taxes in accordance with Chinese tax laws.

ARTICLE 47

In the event that the Company is liquidated  for other causes,  the  liquidation
shall be conducted in accordance with the relevant Chinese laws and regulations.

ARTICLE 48

After the  liquidation is over, the Company shall go through the  formalities of
registration  cancellation  with the  administrative  authority for industry and
commerce,  hand in the  business  license  for  cancellation  and  announce  the
dissolution to the public.

                            CHAPTER X  APPLICABLE LAW

ARTICLE 49

The formation, validity,  interpretation,  amendment, and settlement of disputes
of these By-Laws shall be governed by the law of the People's Republic of China.

                       CHAPTER XI  SUPPLEMENTARY PROVISIONS

ARTICLE 50

These  By-Laws  shall be  signed  by the legal  representative  of  Falcon  Link
Investment Limited and shall become valid upon the approval of the examining and
approving authority of the Chinese government. The same applies to the amendment
to these By-Laws.

                                       11


- --------------------------------------------------------------------------------

ARTICLE 51

These  By-Laws  may be  amended  with  respect to issues not dealt with in these
By-Laws after the Board of Directors of the Company  approves  such  amendments.
Amendments  of these  By-Laws shall come into force only after they are approved
by the original examination and approval authority.  The amendments shall become
the effective attachments of these By-Laws.

ARTICLE 52

These By-Laws shall be in Chinese and shall have four (4) original copies.

                                            Falcon Link Investment Limited

                                       Legal Representative:  [signature]
                                                              Chow Hoi Cheung

                                       12

EX-99.6

                                                                    Exhibit 99.6

                     Territory of the British Virgin Islands

                    The International Business Companies Act
                                    (CP. 291)

                Certificate of Incorporation (Sections 14 And 15)

No. 668526

The  Registrar  of  Corporate  Affairs  of the  British  Virgin  Islands  Hereby
Certifies  pursuant to the International  Business  Companies Act, Cap. 291 that
all  the  requirements  of the  Act in  respect  of  incorporation  having  been
satisfied, FALCON LINK INVESTMENT LIMITED, is incorporated in the British Virgin
Islands as an International Business Company this 21th day of July, 2005.

                                              [Official Seal]

                                              Given under my hand and seal at
                                              Road Town, in the Territory of the
                                              British Virgin Islands

                                              [Signature of the Registrar]

CRTI001V                                      Registrar of Corporate Affairs

EX-99.7

                                                                    Exhibit 99.7

                             BRITISH VIRGIN ISLANDS
                    THE INTERNATIONAL BUSINESS COMPANIES ACT

                                    (CAP.291)





                            Memorandum of Association
                                       and
                             Articles of Association
                                       of
                         FALCON LINK INVESTMENT LIMITED


           Incorporated the   21st                  day of July 2005












                   East Asia Corporate Services (BVI) Limited
                        East Asia Chambers, P.O. Box 901
                   Road Town, Tortola, British Virgin Islands
                           Telephone: (1 284 49) 55588
                              Fax: (1 284 49) 55088




                     TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                   (CAP. 291)


                            MEMORANDUM OF ASSOCIATION

                                       OF

                         FALCON LINK INVESTMENT LIMITED



          NAME


1.       The name of the Company is FALCON LINK INVESTMENT LIMITED


         REGISTERED OFFICE


2.       The Registered Office of the Company will be East Asia Chambers, P.O.
         Box 901, Road Town, Tortola, British Virgin Islands.


         REGISTERED AGENT

3.       The Registered Agent of the Company will be East Asia Corporate
         Services (BVI) Limited of East Asia Chambers, P.O. Box 901, Road Town,
         Tortola, British Virgin Islands


         GENERAL OBJECTS AND POWERS


4.       (1)      The object of the Company is to engage in any act or activity
                  that is not prohibited under any law for the time being in
                  force in British Virgin Islands;

         (2)      The Company may not:



                  (a)      carry on business with persons resident in the
                           British Virgin Islands;

                  (b)      own an interest in real property situate in the
                           British Virgin Islands, other than a lease referred
                           to in paragraph (e) of subclause (3);

                  (c)      carry on banking or trust business, unless it is
                           licensed to do so under the Banks and Trust Companies
                           Act, 1990;

                  (d)      carry on business as an insurance or reinsurance
                           company, insurance agent or insurance broker, unless
                           it is licensed under an enactment authorizing it to
                           carry on that business;

                  (e)      carry on business of company management, unless it is
                           licensed under the Company Management Act, 1990; or

                  (f)      carry on the business of providing the registered
                           office or registered agent for companies incorporated
                           in the British Virgin Islands.

         (3)      For the purpose of paragraph 4.2 (a), the Company should not
                  be treated as carry on business with persons resident in the
                  British Virgin Islands if

                  (a)      it makes or maintains deposits with a person carrying
                           on banking business within the British Virgin
                           Islands;

                  (b)      it makes or maintains professional contact with
                           solicitors, barristers, accountants, bookkeepers,
                           trust companies, administration companies, investment
                           advisers or other similar persons carrying on
                           business within the British Virgin Islands;

                  (c)      it prepares or maintains books and records within the
                           British Virgin Islands;

                  (d)      it holds, within the British Virgin Islands, meetings
                           or its directors or members;

                  (e)      it holds a lease of property for use as an office
                           from which to communicate with members or where books
                           and records of the Company are prepared or
                           maintained;

                  (f)      it holds shares, debt obligations or other securities
                           in a company incorporated under the International
                           Business Companies Act; or

                  (g)      shares, debt obligations or other securities in the
                           Company are owned by any person resident in the
                           British Virgin Islands or by any company


                           incorporated under the International Business
                           Companies Act or under the Companies Act.

         (4)      The Company shall have all such powers as are permitted by law
                  for the time being in force in the British Virgin Islands,
                  irrespective of corporate benefit, to perform all acts and
                  engage in all activities necessary or conducive to the
                  conduct, promotion or attainment of the object of the Company.


         CURRENCY


5.       Shares in the Company shall be issued in the currency of the United
         States of America.


         AUTHORIZED CAPITAL


6.       The authorized capital of the Company is US$50,000.00


         CLASSES, NUMBER AND PAR VALUE OF SHARES


7.       The authorized capital is made up of one class and one series of shares
         divided into 50,000 shares of US$1.00 par value.


         DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES


8.       All shares shall

         (a)      have one vote each;

         (b)      be subject to redemption, purchase or acquisition by the
                  Company for fair value; and

         (c)      have the same rights with regard to dividends and
                  distributions upon liquidation of the Company.




         VARIATION OF CLASS RIGHTS


9.       If at any time the authorized capital is divided into different classes
         or series of shares, the right attached to any class or series (unless
         otherwise provided by terms of issue of the shares of that class or
         series), may, whether or not the Company is being around up, be varied
         with the consent in writing of the holders of not less than
         three-fourths of the issued shares of that class or series and of the
         holders of not less than three-fourths of the issued shares of any
         other class or series of shares which may be affected by such
         variation.


          RIGHT NOT VARIED BY THE ISSUE OF SHARES PARI PASSU


10.      The rights conferred upon of the holders of shares of any class issued
         with preferred or other rights should not, unless otherwise expressly
         provided by the terms of issue of the shares of that class, by deemed
         to be varied by the creation or issue of further shares ranking pari
         passu therewith.


         REGISTERED SHARES


11.      The Company is authorized to issue registered shares only. The Company
         should not exchange registered shares for shares issued to bearer.


          TRANSFER OF REGISTERED SHARES


12.      Subject to the provisions of Regulation 38 of the Articles of
         Association annexed here to (the "Articles of Association") registered
         shares in the Company maybe transferred subject to the prior or
         subsequent approval of the Company as evidenced by a resolution of
         directors or by a resolution of members.



         AMENDMENT OF MEMORANDUM AND ARTICLES OF
         ASSOCIATION


13.      The Company may amend its Memorandum of Association and Articles of
         Association by a resolution of members or by a resolution of directors.


         DEFINITIONS


14.      The meaning of words in this Memorandum of Association are as defined
         in the Articles of Association.


We, East Asia Corporate Services (BVI) Limited of East Asia Chambers, P.O. Box
901, Road Town, Tortola, British Virgin Islands for the purpose of incorporating
an International Business Company under the laws of the British Virgin Islands
hereby subscribe our name to this Memorandum of Association the 21st day of July
2005 in the presence of:








- --------------------------------------------------------------------------------
Witness                               Subscriber






- ------------------------          ------------------------------------------
Adrian J. Hogg                    Patrick A. Nicholas
East Asia Chambers                Authorized Signatory
P.O. Box 901                      East asia Corporate Service (BVI) Limited
Road Town, Tortola
British Virgin Islands



- --------------------------------------------------------------------------------

EX-99.8

                                                                    Exhibit 99.8

                    TERRITORY OF THE BRITISH VIRGIN ISLANDS

                    THE INTERNATIONAL BUSINESS COMPANIES ACT
                                    (CAP.291)


                             ARTICLES OF ASSOCIATION

                                       OF

                         FALCON LINK INVESTMENT LIMITED


                                   PRELIMINARY


1.       In these Articles, if not inconsistent with the subject or context, the
         words and expressions standing in the first column of the following
         table shall bear the meanings set opposite them respectively in the
         second column thereof.


         WORDS                      MEANING


         capital                    The sum of the aggregate par value of all
                                    outstanding shares with par value of the
                                    Company and shares with par value held by
                                    the Company as treasury shares plus


                                    (a)      the aggregate of the amounts
                                             designated as capital of all
                                             outstanding shares without par
                                             value of the Company and shares
                                             without par value held by the
                                             Company as treasury shares, and


                                    (b)      the amounts as are from time to
                                             time transferred from surplus to
                                             capital by a resolution of
                                             directors.


         member                     A person who holds shares in the Company.


         person                     An individual, a corporation, a trust, the
                                    estate of a deceased individual, a
                                    partnership or an unincorporated association
                                    of persons.



         resolution of directors    (a)      A resolution approved at a duly
                                             convened and constituted meeting of
                                             directors of the Company or of a
                                             committee of directors of the
                                             Company by the affirmative vote of
                                             a simple majority of the directors
                                             present at the meeting who voted
                                             and did not abstain; or


                                    (b)      a resolution consented to in
                                             writing by all directors or of all
                                             members of the committee, as the
                                             case may be;


                                    except that where a director is given more
                                    than one vote, he shall be counted by the
                                    number of votes he casts for the purpose of
                                    establishing a majority.


         resolution of members      (a)      A resolution approved at a duly
                                             convened and constituted meeting of
                                             the members of the Company by the
                                             affirmative vote of


                                             (i)        a simple majority of the
                                                        vote of the shares
                                                        entitled to vote thereon
                                                        which were present at
                                                        the meeting and were
                                                        voted and not abstained,
                                                        or


                                             (ii)       a simple majority of the
                                                        votes of each class or
                                                        series of shares which
                                                        were present at the
                                                        meeting and entitled to
                                                        vote thereon as a class
                                                        or series and were voted
                                                        and not abstained and of
                                                        a simple majority of the
                                                        votes of the remaining
                                                        shares entitled to vote
                                                        thereon which were
                                                        present at the meeting
                                                        and were voted and not
                                                        abstained; or


                                    (b)      a resolution consented to in
                                             writing by


                                             (i)        an absolute majority of
                                                        the votes of shares
                                                        entitled to vote
                                                        thereon, or


                                             (ii)       an absolute majority of
                                                        the votes of each class
                                                        or



                                                        series of shares
                                                        entitled to vote
                                                        thereon as a class or
                                                        series and of an
                                                        absolute majority of
                                                        the votes of the
                                                        remaining shares
                                                        entitled to vote
                                                        thereon;


         securities                 Shares and debt obligations of every kind,
                                    and options, warrants and rights to acquire
                                    shares, or debt obligations.


         surplus                    The excess, if any, at the time of the
                                    determination of the total assets of the
                                    Company over the aggregate of its total
                                    liabilities, as shown in its books of
                                    account, plus the Company's capital.


         the Act                    The International Business Companies Act
                                    (No. 8 of 1984) including any modification,
                                    extension, re-enactment or renewal thereof
                                    and any regulations made thereunder.


         the Memorandum             The Memorandum of Association of the Company
                                    as originally framed or as from time to time
                                    amended.


         the Seal                   Any Seal which has been duly adopted as the
                                    Seal of the Company.


         these Articles             These Articles of Association as originally
                                    framed or as from time to time amended.


         treasury shares            Shares in the Company that were previously
                                    issued but were repurchased, redeemed or
                                    otherwise acquired by the Company and not
                                    cancelled.


2.       "Written" or any term of like import includes words typewritten,
         printed, painted, engraved, lithographed, photographed or represented
         or reproduced by any mode of reproducing words in a visible form,
         including telex, facsimile, telegram, cable or other form of writing
         produced by electronic communication.


3.       Save as aforesaid any words or expressions defined in the Act shall
         bear the same meaning in these Articles.



4.       Whenever the singular or plural number, or the masculine, feminine or
         neuter gender is used in these Articles, it shall equally, were the
         context admits, include the others.


5.       A reference in these Articles to voting in relation to shares shall be
         construed as a reference to voting by members holding the shares except
         that it is the votes allocated to the shares that shall be counted and
         not the number of members who actually voted and a reference to shares
         being present at a meeting shall be given a corresponding construction.


6.       A reference to money in these Articles is, unless otherwise stated, a
         reference to the currency in which shares in the Company shall be
         issued according to the provisions of the Memorandum.


         SHARES, AUTHORIZED CAPITAL, CAPITAL AND SURPLUS


7.       Subject to the provisions of these Articles and any resolution of
         members, the unissued shares of the Company shall be at the disposal of
         the directors who may, without limiting or affecting any rights
         previously conferred on the holders of any existing shares or class or
         series or shares, offer, allot, grant options over or otherwise dispose
         of shares to such persons, at such times and upon such terms and
         conditions as the Company may be resolution of directors determine.


8.       No share in the Company may be issued until the consideration in
         respect thereof is fully paid, and when issued the share is for all
         purposes fully paid and non-assessable save that a share issued for a
         promissory note or other written obligation for payment of a debt may
         be issued subject to forfeiture in the manner prescribed in these
         Articles.


9.       Share in the Company shall be issued for money, services rendered,
         personal property, an estate in real property, a promissory note or
         other binding obligation to contribute money or property or any
         combination of the forgoing as shall be determined by a resolution of
         directors.


10.      Shares in the Company may be issued for such amount of consideration as
         the directors may from time to time by resolution of directors
         determine, except that in the case of shares with par value, the amount
         shall not be less than the par value, and in the absence of fraud the
         decision of the directors as to the value of the consideration received
         by the Company in respect of the issue is conclusive unless a question
         of law is involved. The consideration in respect of the shares
         constitutes capital to the extent of the par value and



         the excess constitutes surplus.

11.      A share issued by the Company upon conversion of, or in exchange for,
         another share of a debt obligation or other security in the Company,
         shall be treated for all purposes as having been issued for money equal
         to the consideration received or deemed to have been received by the
         Company in respect of the other share, debt obligation or security.


12.       Treasury shares may be disposed of by the Company on such terms and
          conditions (not otherwise inconsistent with these Articles) as the
          Company may be resolution of directors determine.


13.       The Company may issue fractions of a share and a fractional share
          shall have the same corresponding fractional liabilities, limitations,
          preferences, privileges, qualifications, restrictions, rights and
          other attributes of a whole share of the same class or series of
          shares.


14.      Upon the issue by the Company of a share without par value, if an
         amount is stated in the Memorandum to be authorized capital represented
         by such shares then each share shall be issued for no less than the
         appropriate proportion of such amount which shall constitute capital,
         otherwise the consideration in respect of the share constitutes capital
         to the extent designated by the directors and the excess constitutes
         surplus, except that the directors must designate as capital an amount
         of the consideration that is at least equal to the amount that the
         share is entitled to as a preference, if any, in the assets of the
         Company upon liquidation of the Company.


15.      The Company may purchase, redeem or otherwise acquire and hold its own
         shares but only out of surplus or in exchange for newly issued shares
         of equal value.


16.      Subject to provisions to the contrary in


         (a)      the Memorandum or these Articles;


         (b)      the designations, powers, preferences, rights, qualifications,
                  limitations and restrictions with which the shares were
                  issued; or


         (c)      the subscription agreement for the issue of the shares;



         the Company may not purchase, redeem or otherwise acquire its own
         shares without the consent of members whose shares are to be purchased,
         redeemed or otherwise acquired.


17.      No purchase redemption of other acquisition of shares shall be made
         unless the directors determine that immediately after the purchase,
         redemption or other acquisition the Company will be able to satisfy its
         liabilities as they become due in the ordinary course of its business
         and the realizable value of the assets of the Company will not be less
         than the sum of its total liabilities, other than deferred taxes, as
         shown in the books of account, and its capital and, in the absence of
         fraud, the decision of the directors as to the realizable value of the
         assets of the Company is conclusive, unless a question of law is
         involved.


18.      A determination by the directors under the preceding Regulation is not
         required where shares are purchased, redeemed or otherwise acquired.


         (a)      pursuant to a right of a member to have his shares redeemed or
                  to have his shares exchanged for money or other property of
                  the Company;


         (b)      by virtue of a transfer of capital pursuant to Regulation 49;


         (c)      by virtue of the provisions of Section 83 of the Act; or


         (d)      pursuant to an order of the Court.


19.      Shares that the Company purchases, redeems or otherwise acquires
         pursuant to the preceding Regulation may be cancelled or held as
         treasury shares except to the extent that such shares are in excess of
         80 percent of the issued shares of the Company in which case they shall
         be cancelled but they shall be available for reissue.


20.      Where shares in the Company are held by the Company as treasury shares
         or are held by another company of which the Company holds, directly or
         indirectly, shares having more than 50 percent of the votes in the
         election of directors of the other company, such shares of the Company
         are not entitled to vote or to have dividends paid thereon and shall
         not be treated as outstanding for any purpose except for purposes of
         determining the capital of the Company.


21.      The Company may purchase, redeem or otherwise acquire its shares at a
         price lower than the fair value if permitted by, and then only in
         accordance with, the terms of



         (a)      the Memorandum or these Articles, or


         (b)      a written agreement for the subscription for the shares to be
                  purchased, redeemed or otherwise acquired.


22.      The Company may by a resolution of directors include in the computation
         of surplus for any purpose the unrealized appreciation of the assets of
         the Company, and, in the absence of fraud, the decision of the
         directors as to the value of the assets is conclusive, unless a
         question of law is involved.


                               SHARE CERTIFICATES


23.      Every member holding shares in the Company shall be entitled to a
         certificate signed by a director or officer of the Company and under
         the Seal specifying the share or shares held by him and the signature
         of the director or officer and the Seal may be facsimiles.


24.      Any member receiving a share certificate shall indemnify and hold the
         Company and its directors and officers harmless from any loss or
         liability which it or they may incur by reason of any wrongful or
         fraudulent use or representation made by any person by virtue of the
         possession thereof, if a share certificate is worn out or lost it may
         be renewed on production of the worn out certificate or on satisfactory
         proof of its loss together with such indemnity as may be required by a
         resolution of directors.


25.      If several persons are registered as joint holders of any shares, any
         one of such persons may give an effectual receipt for any dividend
         payable in respect of such shares.


                         MORTGAGES AND CHARGES OF SHARES


26.      Members may mortgage or charge their shares in the Company and upon
         satisfactory evidence thereof the Company shall give effect to the
         terms of any valid mortgage or charge except in so far as it may
         conflict with any requirements herein contained for consent to the
         transfer of shares.



27.      In the case of the mortgage or charge of shares there may be entered in
         the share register of the Company at the request of the registered
         holder of such shares.

         (a)      a statement that the shares are mortgaged or charged;


         (b)      the name of the mortgagee or chargee; and


         (c)      the date on which the aforesaid particulars are entered in the
                  share register.


28.      Where particulars of a mortgage or charge are registered, such
         particulars shall be cancelled


         (a)      with the consent of the named mortgagee or chargee or anyone
                  authorized to act on his behalf; or


         (b)      upon evidence satisfactory to the directors of the discharge
                  of the liability secured by the mortgage or charge and the
                  issue of such indemnities as the directors shall consider
                  necessary or desirable.


29.      Whilst particulars of a mortgage or charge are registered, no transfer
         of any share comprised therein shall be affected without the written
         consent of the named mortgagee or chargee or anyone authorized to act
         on his behalf.


                                   FORFEITURE


30.      When shares issued for a promissory note or other written obligation
         for payment of a debt has been issued subject to forfeiture, the
         following provisions shall apply.


31.      Written notice specifying a date for payment to be made and the shares
         in respect of which payment is to be made shall be served on the member
         who defaults in making payment pursuant to a promissory note or other
         written obligations to pay a debt.


32.      The written notice specifying a date for payment shall



         (a)      name a further date not earlier than the expiration of 14 days
                  from the date of service of the notice on or before which
                  payment required by the notice is to be made; and


         (b)      contain a statement that in the event of non-payment at or
                  before the time named in the notice the shares, or any of
                  them, in respect of which payment is not made will be liable
                  to be forfeited.


33.      Where a written notice has been issued and the requirements have not
         been complied with within the prescribed time, the directors may at any
         time before tender of payment forfeit and cancel the shares to which
         the notice relates.


34.      The Company is under no obligation to refund any moneys to the member
         whose shares have been forfeited and cancelled pursuant to these
         provisions. Upon forfeiture and cancellation of the shares the member
         is discharged from any further obligation to the Company with respect
         to the shares forfeited and cancelled.


                                      LIEN


35.      The Company shall have a first and paramount lien on every share issued
         for a promissory note or for any other binding obligation to contribute
         money or property or any combination thereof to the Company, and the
         Company shall also have a first and paramount lien on every share
         standing registered in the name of a member, whether singly or jointly
         with any other person or persons, for all the debts and liabilities of
         such member or his estate to the Company, whether the same shall have
         been incurred before or after notice to the Company of any interest of
         any person other than such member, and whether the time for the payment
         or discharge of the same shall have actually arrived or not, and
         notwithstanding that the same are joint debts or liabilities of such
         member or his estate and any other person, whether a member of the
         Company or not. The Company's lien on a share shall extend to all
         dividends payable thereon. The directors may at any time either
         generally, or in any particular case, waive any lien that has arisen or
         declare any share to be wholly or in part exempt from the provisions of
         this Regulation.


36.      In the absence of express provisions regarding sale the promissory note
         or other binding obligation to contribute money or property, the
         Company may sell, in such manner as the directors may be resolution of
         directors determine, any share on which the Company has a lien, but no
         sale shall be made unless some sum in respect of which the lien exists
         is presently payable nor until the expiration of twenty-one days after
         a notice in writing, stating and demanding payment of the sum presently
         payable and giving notice of the



         intention to sell in default of such payment, has been served on the
         holder for the time being of the shares.


37.      The net proceeds of the sale by the company of any shares on which it
         has a lien shall be applied in or towards payment or discharge of the
         promissory note or other binding obligation to contribute money or
         property or any combination thereof in respect of which the lien exists
         so far as the same is presently payable and any residue shall (subject
         to a like lien for debts or liabilities not presently payable as
         existed upon the share prior to the sale) be paid to the holder of the
         share immediately before such sale. For giving effect to any such sale
         the directors may authorize some person to transfer the share sold to
         the purchaser thereof. The purchaser shall be registered as the holder
         of the share and he shall not be bound to see to the application of the
         purchase money, nor shall his title to the share be affected by any
         irregularity or invalidity in the proceedings in reference to the sale.


                               TRANSFER OF SHARES


38.      Subject to any limitations in the Memorandum, shares in the Company may
         be transferred by a written instrument of transfer singed by the
         transferor and containing the name and address of the transferee, but
         in the absence of such written instrument of transfer the directors may
         accept such evidence of a transfer of shares as they consider
         appropriate.


39.      The Company shall not be required to treat a transferee of a share in
         the Company as a member until the transferee's name has been entered in
         the share register.


40.      Subject to any limitations in the Memorandum, the Company must on the
         application of the transferor or transferee of a share in the Company
         enter in the share register the name of the transferee of the share
         save that the registration of transfers may be suspended and the share
         register closed at such times and for such periods as the Company may
         from time to time by resolution of directors determine provided always
         that such registration shall not be suspended and the share register
         closed for more that 60 days in any period of 12 months.


                             TRANSMISSION OF SHARES


41.      The executor or administrator of a deceased member, the guardian of an
         incompetent member, or the trustee of a bankrupt member shall be the
         only person recognized by the Company as having any title to his share,
         (subject as provided in the next following regulation), but they shall
         not be entitled to exercise any rights as a member of the Company until
         they have proceeded as set forth in the following three Regulations.





42.     (a)      The production to the Company of any document which is
                  evidence of probate of the will or letters of administration
                  of the estate, or confirmation as executor, of a deceased
                  member or of the appointment of a guardian of an incompetent
                  member or the trustee of a bankrupt member shall be accepted
                  by the Company even if the deceased, incompetent or bankrupt
                  member is domiciled outside the British Virgin Islands if the
                  document evidencing the grant of probate or letters of
                  administration, confirmation as executor, appointment as
                  guardian or trustee in bankruptcy is issued by a foreign court
                  which had competent jurisdiction in the matter. For the
                  purpose of establishing whether or not a foreign court had
                  competent jurisdiction in such a matter the directors may
                  obtain appropriate legal advice. The directors may also
                  require an indemnity to be given by the executor,
                  administrator, guardian or trustee in bankruptcy.


         (b)      In the event of the death, incompetency or bankruptcy of the
                  sole member of the Company who is also the sole director of
                  the Company, then upon the production of the relevant
                  documents referred to in (a) above to the Company's registered
                  agent in the British Virgin Islands together with, if required
                  by the said agent, a notarized copy of the share
                  certificate(s) of the deceased, incompetent or bankrupt
                  member, an indemnity in favor of the said agent, (such
                  indemnity documents to be secured by a bank guarantee or other
                  adequate security as required by the said agent in its
                  absolute discretion), and an appropriate legal advice in
                  respect of any document issued by a foreign court, then the
                  administrator executor guardian or trustees in bankruptcy (as
                  the case may be ) notwithstanding that their name shall not
                  have been entered in the share register of the Company, may
                  nevertheless, by written resolution appoint a director or
                  directors of the Company.

43.      Any person becoming entitled by operation of law or otherwise to a
         share or shares in consequence of the death, incompetence or bankruptcy
         of any member may be registered as a member upon such evidence being
         produced as may reasonably be required by the directors. An application
         by any such person to be registered as a member shall for all purposes
         be deemed to be a transfer of shares of the deceased, incompetent or
         bankrupt member and the directors shall treat it as such.


44.      Any person who has become entitled to a share or shares in consequence
         of the death, incompetence or bankruptcy of any member may, instead of
         being registered himself, request in writing that some person to be
         named by him be registered as the transferee of such share or shares
         and such request shall likewise be treated as if it were a transfer.



45.      What amounts to incompetence on the part of a person is a matter to be
         determined by the court having regard to all the relevant evidence and
         the circumstances of the case.


             REDUCTION OR INCREASE IN AUTHORIZED CAPITAL OR CAPITAL


46.      The Company may be a resolution of members or directors amend the
         Memorandum to increase or reduce its authorized capital and in
         connection therewith the Company may in respect of any unissued shares
         increase or reduce the number of such shares, increase or reduce the
         par value of any such shares or effect any combination of the
         foregoing.


47.      The Company may amend the Memorandum to


         (a)      divide the shares, including issued shares, of a class or
                  series into a larger number of shares of the same class or
                  series, or


         (b)      combine the shares, including issued shares, of a class or
                  series into a smaller number of shares of the same class or
                  series;


         provided, however, that where shares are divided or combined under (a)
         or (b) of this Regulation, the aggregate par value or the new shares
         must be equal to the aggregate par value of the original shares.


48.      The capital of the Company may by a resolution of directors be
         increased by transferring an amount of the surplus of the Company to
         capital.


49.      Subject to the provisions of the following two Regulations, the capital
         of the Company may by resolution of directors be reduced by
         transferring an amount of the capital of the company to surplus.


50.      No reduction of capital shall be effected that reduces the capital of
         the Company to an amount that immediately after the reduction is less
         than the aggregate par value of all outstanding shares with par value
         and all shares with par value held by the Company as treasury shares
         and the aggregate of the amounts designated as capital of all
         outstanding shares without par value and all shares without par value
         held by the Company as treasury shares that are entitled to a
         preference, if any, in the assets of the Company upon liquidation of
         the Company.



51.      No reduction of capital shall be effected unless the directors
         determine that immediately after the reduction the company will be able
         to satisfy its liabilities as they become due in the ordinary course of
         its business and that the realizable assets of the Company will not be
         less than its total liabilities, other than deferred taxes, as shown in
         the books of the Company and its remaining capital, and , in the
         absence of fraud, the decision of the directors as to the realizable
         value of the assets of the Company is conclusive, unless a question of
         law is involved.


                        MEETINGS AND CONSENTS OF MEMBERS


52.      The directors of the Company may convene meetings of the members of the
         Company at such times and in such manner and places within or outside
         the British Virgin Islands as the directors consider necessary or
         desirable.


53.      Upon the written request of members holding 10 percent or more of the
         outstanding voting shares in the Company the directors shall convene a
         meeting of members.


54.      The directors shall give not less than 7 days notice of meetings of
         members to those persons whose names on the date the notice is given
         appear as members in the share register of the Company and are entitled
         to vote at the meeting.


55.      The directors may fix the date notice is given of a meeting of members
         as the record ate for determining those shares that are entitled to
         vote at the meeting.


56.      A meeting of members may be called on short notice:


         (a)      if members holding not less than 90 percent of the total
                  number of shares entitled to vote on all matters to be
                  considered at the meeting, or 90 percent of the votes of each
                  class or series of shares where members are entitled to vote
                  thereon as a class or series together with not less than a 90
                  percent majority of the remaining votes, have agreed to short
                  notice of the meeting; or


         (b)      if all members holding shares entitled to vote on all or any
                  matters to be considered at the meeting have waived notice of
                  the meeting and for this purpose presence at the meeting shall
                  be deemed to constitute waiver.



57.      The inadvertent failure of the directors to give notice of a meeting to
         a member, or the fact that a member has not received notice, does not
         invalidate the meeting.


58.      A member may be represented at a meeting of members by a proxy who may
         speak and vote on behalf of the member.


59.      The instrument appointing a proxy shall be produced at the place
         appointed for the meeting before the time for holding the meeting at
         which the person named in such instrument proposes to vote.


60.      An instrument appointing a proxy shall be in substantially the
         following form or such other form as the Chairman of the meeting shall
         accept as properly evidencing the wishes of the member appointing the
         proxy.


                                (Name of Company)


         I/We         being a member of the above Company with            shares


         HEREBY APPOINT


         of    or failing him


         of    to be my/our proxy to vote for me/us at the meeting of members to


         be held on the day of      and at any adjournment thereof.


         (Any restrictions on voting to be inserted here.)


         Signed this                day of




         --------------------------------------
         Member



61.      The following shall apply in respect of joint ownership of shares:


         (a)      if two or more persons hold shares jointly each of them may be
                  present in person or by proxy at a meeting of members and may
                  speak as a member;


         (b)      if only one of the joint owners is present in person or by
                  proxy he may vote on behalf of all joint owners; and


         (c)      if two or more of the joint owners are present in person or by
                  proxy they must vote as one.


62.      A member shall be deemed to be present at a meeting of members if he
         participates by telephone or other electronic means and all members
         participating in the meeting are able to hear each other.


63.      A meeting of members is duly constituted if, at the commencement of the
         meeting, there are present in person or by proxy not less than 50
         percent of the votes of the shares or class or series of shares
         entitled to vote on resolutions of members to be considered at the
         meeting. If a quorum be present, notwithstanding the fact that such
         quorum may be represented by only one person then such person may
         resolve any matter and a certificate signed by such person accompanied
         where such person be a proxy by a copy of the proxy form shall
         constitute a valid resolution of members.


64.      If within two hours from the time appointed for the meeting a quorum is
         not present, the meeting, if convened upon the requisition of members,
         shall be dissolved; in any other case it shall stand adjourned to be
         next business day at the same time and place or to such other time and
         place as the directors may determine, and if at the adjourned meeting
         there are present within one hour from the time appointed for the
         meeting in person or by proxy not less than one third of the votes of
         the shares or each class or series of shares entitled to vote on the
         resolutions to be considered by the meeting, those present shall
         constitute a quorum but otherwise the meeting shall be dissolved.


65.      At every meeting of members, the Chairman of the Board of Directors
         shall preside as chairman of the meeting. If there is no Chairman of
         the Board of Directors of if the Chairman of the Board of Directors is
         not present at the meeting, the members present shall choose some one
         of their number to be the Chairman. If the members are unable to choose
         a Chairman for any reason, then the person representing the greatest
         number of voting shares present in person or by prescribed form of
         proxy at the meeting shall preside as Chairman failing which the oldest
         individual member or representative of a member present shall take the
         chair.




66.      The Chairman may, with the consent of the meeting, adjourn any meeting
         from time to time, and from place to place, but no business shall be
         transacted at any adjourned meeting other than the business left
         unfinished at the meeting from which the adjournment took place.


67.      At any meeting of the members the Chairman shall be responsible for
         deciding in such manner as he shall consider appropriate whether any
         resolution has been carried or not and the result of his decision shall
         be announced to the meeting and recorded in the minutes thereof. If the
         Chairman shall have any doubt as to the outcome of any resolution put
         to the vote, he shall cause a poll to be taken of all vote cast upon
         such resolution, but if the Chairman shall fail to take a poll then any
         member present in person or by proxy who disputes the announcement by
         the chairman of the result of any vote may immediately following such
         announcement demand that a poll be taken and the Chairman shall
         thereupon cause a poll to be taken. If a poll is taken at any meeting,
         the result thereof shall be duly recorded in the minutes of that
         meeting by the chairman.


68.      Any person other than an individual shall be regarded as one member and
         subject to the specific provisions hereinafter contained for the
         appointment of representatives of such persons the right of any
         individual to speak for or represent such member shall be determined by
         the law of the jurisdiction where, and by the documents by which, the
         person is constituted or derives its existence. In case of doubt, the
         directors may in good faith seek legal advice from any qualified person
         and unless and until a court of competent jurisdiction shall otherwise
         rule, the directors may rely and act upon such advice without incurring
         any liability to any member.


69.      Any person other than an individual which is a member of the Company
         may by resolution of its directors or other governing body authorize
         such person as it thinks fit to act as its representative at any
         meeting of the Company or of any class of members of the Company, and
         the person so authorized shall be entitled to exercise the same powers
         on behalf of the person which he represents as that person could
         exercise if it were an individual member of the Company.


70.      The chairman of any meeting at which a vote is cast by proxy or on
         behalf of any person other than an individual may call for a notarially
         certified copy of such proxy or authority which shall be produced
         within 7 days of being so requested or the votes cast by such proxy or
         on behalf of such person shall be disregarded.


71.      Directors of the Company may attend and speak at any meeting of members
         of the Company and at any separate meeting of the holders of any class
         or series of shares in the Company.




72.      An action that may be taken by the members at a meeting may also be
         taken by a resolution of members consented to in writing or by telex,
         telegram, cable, facsimile or other written electronic communication,
         without the need for any notice, but if any resolution of members is
         adopted otherwise than by the unanimous written consent of all members,
         a copy of such resolution shall forthwith be sent to all members not
         consenting to such resolution. The consent may be in the form of
         counterparts, each counterpart being signed by one or more members.


                                    DIRECTORS


73.      The first directors of the Company shall be appointed by the
         subscribers to the Memorandum; subsequent directors shall be elected by
         the members or the directors for such term as the members or the
         directors determine.


74.      The minimum number of directors shall be one and the maximum number of
         directors shall be twenty.


75.      Each director shall hold office for the term; if any, fixed by
         resolution of members or until his earlier death, resignation or
         removal.


76.      A director may be removed from office with or without cause, by a
         resolution of members or, with cause by a resolution of directors.


77.      A director may resign his office be giving written notice of his
         resignation to the Company and the resignation shall have effect from
         the date the notice is received by the Company or from such later date
         as may be specified in the notice.


78.      The directors may at any time appoint any person to be a director
         either to fill a vacancy or as an addition to be existing directors. A
         vacancy occurs through the death, resignation or removal of a director,
         but a vacancy or vacancies shall not be deemed to exist where one or
         more directors shall resign after having appointed his or their
         successor or successors.



79.      The company shall keep a Register of Directors containing

         (a)      the names and addresses of the person who are directors of the
                  Company;


         (b)      the date on which each person whose name is entered in the
                  register was appointed as a director of the Company;


         (c)      the date on which each person named as a director ceased to be
                  a director of the Company; and


         (d)      such other information as may be prescribed.


80.      A copy of the Register of Directors shall be kept at the registered
         office of the Company and the Company may determine by resolution of
         directors to register a copy of the register of directors with the
         registrar of Corporate Affairs.


81.      With the prior or subsequent approval by a resolution of members, the
         directors may, by a resolution of directors, fix the emoluments of
         directors with respect to services to be rendered in any capacity to
         the Company.


82.      A director shall not require a share qualification and may be an
         individual or a company.


                               POWERS OF DIRECTORS


83.      The business and affairs of the Company shall be managed by the
         directors who may pay all expenses incurred preliminary to and in
         connection with the formation and registration of the Company and may
         exercise all such powers of the Company as are not by the Act or by the
         Memorandum or these Articles required to be exercised by the members of
         the Company, subject to any delegation of such powers as may be
         authorized by these Articles and to such requirements as may be
         prescribed by a resolution of members; but no requirement made by a
         resolution of members shall prevail if it be inconsistent with these
         Articles nor shall such requirement invalidate any prior act of the
         directors which would have been valid if such requirement had not been
         made.


84.      The directors may, by a resolution of directors, appoint any person,
         including a person who is a director, to be an officer or agent of the
         Company. The resolution of directors appointing an agent may authorize
         the agent to appoint one or more substitutes or delegates to exercise
         some or all of the powers conferred on the agent by the Company.




85.      Every officer or agent of the Company has such powers and authority of
         the directors, including the power and authority to affix the Seal, as
         are set forth in these Articles or in the resolution of directors
         appointing the officer or agent, except that no officer or agent has
         any power or authority with respect to the matters requiring a
         resolution of directors under the Act.


86.      Any director which is a body corporate may appoint any person its duly
         authorized representative for the purpose of representing it at meeting
         of the Board of Directors or with respect to unanimous written
         consents.


87.      The continuing directors may act notwithstanding any vacancy in their
         body, save that if their number is reduced to their knowledge below the
         number fixed by or pursuant to these Articles as the necessary quorum
         for a meeting of directors, the continuing directors or director may
         act only for the purpose of appointing directors to fill any vacancy
         that has arisen or summoning a meeting of members.


88.      The directors may be resolution of directors exercise all the powers of
         the Company to borrow money and to mortgage or charge its undertakings
         and property or any part thereof, to issue debentures, debenture stock
         and other securities whenever money is borrowed or as security for any
         debt, liability or obligation of the Company or of any third party.


89.      All cheques, promissory notes, draft, bills of exchange and other
         negotiable instruments and all receipts for moneys paid to the Company,
         shall be signed, drawn, accepted, endorsed or otherwise executed, as
         the case may be, in such manner as shall from time to time be
         determined by resolution of directors.


90.      The Company may determine by resolution of directors to maintain at its
         registered office a register of mortgages, charges and other
         encumbrances in which there shall be entered the following particulars
         regarding each mortgage, charge and other encumbrance:


         (a)      the sum secured;


         (b)      the assets secured;



         (c)      the name and address of the mortgagee, chargee or other
                  encumbrance;


         (d)      the date of creation of the mortgage, charge or other
                  encumbrance; and

         (e)      the date on which the particulars specified above in respect
                  of the mortgage, charge or other encumbrance are entered in
                  the register.


91.      the Company may further determine by a resolution of directors to
         register a copy of the register of mortgages, charges or other
         encumbrances with the Registrar or Corporate Affairs.


                             PROCEEDING OF DIRECTORS


92.      The directors of the Company or any committee thereof may meet at such
         times and in such manner and places within or outside the British
         Virgin Islands as the directors may determine to be necessary or
         desirable.


93.      A director shall be deemed to be present at a meeting of directors if
         he participates by telephone or other electronic means and all
         directors participating in the meeting are able to hear each other.


94.      A director shall be given not less than 3 days notice of meetings of
         directors, but a meeting of directors held without 3 days notice having
         been given to all directors shall be valid if all the directors
         entitled to vote at the meeting who do not attend, waive notice of the
         meeting and for this purpose, the presence of a director at a meeting
         shall constitute waiver on his part. The inadvertent failure to give
         notice of a meeting to a director, or the fact that a director has not
         received the notice, does not invalidate the meeting.


95.      A director may by a written instrument appoint an alternate who need
         not be a director and an alternate is entitled to attend meetings in
         the absence of the director who appointed him and to vote or consent in
         place of the director.


96.      A meeting of directors is duly constituted for all purposes if at the
         commencement of the meeting there are present in person or by alternate
         not less than one half of the total number of directors, unless there
         are only 2 directors in which case the quorum shall be 2.



97.      If the Company shall have only one director the provisions here in
         contained for meetings of the directors shall not apply but such sole
         director shall have full power to represent and act for the Company in
         all matters as are not by the Act or the Memorandum or these Articles
         required to be exercised by the members of the Company and in lieu of
         minutes of a meeting shall record in writing and sign a note or
         memorandum of all matters requiring a resolution of directors. Such a
         note or memorandum shall constitute sufficient evidence of such
         resolution for all purposes.


98.      At every meeting of the directors the Chairman of the Board of
         Directors shall preside as chairman of the meeting. If there is no
         Chairman of the Board of Directors or if the Chairman of the Board of
         Directors is not present at the meeting the Vice-Chairman of the Board
         of Directors shall preside. If there is no Vice-Chairman of the Board
         of Directors or if the Vice-Chairman of the Board of Directors is not
         present at the meeting the directors present shall choose some of their
         number to be chairman of the meeting.


99.      An action that may be taken by the directors or a committee of
         directors at a meeting may also be taken by a resolution of directors
         or a committee of directors consented to in writing or by telex,
         telegram, cable, facsimile or other written electronic communication by
         all directors or all members of the committee as the case may be,
         without the need for any notice. The consent may be in the form of
         counterparts, each counterpart being signed by one or more directors.


100.     The directors shall cause the following corporate records to be kept:


         (a)      minutes of all meetings of directors, members, committees of
                  directors, committees of officers and committees of members;


         (b)      copies of all resolutions consented to be directors, members,
                  committees of directors, committees of officers and committees
                  of members; and


         (c)      such other accounts and records as the directors by resolution
                  of directors consider necessary or desirable in order to
                  reflect the financial position of the Company.


101.     The books, records and minutes shall be kept at the registered office
         or the Company, its principal place of business or at such other place
         as the directors determine.

102.     The directors may, by resolution of directors, designate one or more
         committees, each consisting of one or more directors.



103.     Each committee of directors has such powers and authorities of the
         directors, including the power and authority to affix the Seal, as are
         set forth in the resolution of directors establishing the committee,
         except that no committee has any power or authority to amend the
         Memorandum or these Articles, to appoint directors or fix their
         emoluments, or to appoint officers or agents of the Company.


104.     The meetings and proceedings of each committee of directors consisting
         of 2 or more directors shall be governed mutatis mutandis by the
         provisions of these Articles regulating the proceedings of directors so
         far as the same are not superseded by any provisions in the resolution
         establishing the committee.


                                    OFFICERS


105.     The Company may be resolution of directors appoint officers of the
         Company at such times as shall be considered necessary or expedient.
         Such officers may consist of a Chairman of the Board of Directors, a
         Vice-Chairman of the Board of Directors, a President and one or more
         Vice-Presidents, Secretaries and Treasurers and such other officers as
         may from time to time be deemed desirable. Any number of offices may be
         held by the same person.


106.     The officers shall perform such duties as shall be prescribed at the
         time of their appointment subject to any modification in such duties as
         may be prescribed thereafter by resolution of directors or resolution
         of members, but in the absence of any specific allocation of duties it
         shall be the responsibility of the Chairman of the Board of Directors
         to preside at meetings of directors and members, the Vice-Chairman to
         act in the absence of Chairman, the President to manage the day to day
         affairs of the Company, the Vice-Presidents to act in order to
         seniority in the absence of the President but otherwise to perform such
         duties as may be delegated to them by the President, the Secretaries to
         maintain the share register, minute books and records (other than
         financial records) of the company and to ensure compliance with all
         procedural requirements imposed on the Company by applicable law, and
         the Treasurer to be responsible for the financial affairs of the
         Company.


107.     The emoluments of all officers shall be fixed by resolution of
         directors.


108.     The officers of the Company shall hold office until their successors
         are duly elected and qualified, but any officer elected or appointed by
         the directors may be removed at any time, with or without cause, by
         resolution of directors. Any vacancy occurring in any office of the
         Company may be filled by resolution of directors.




                              CONFLICT OF INTERESTS


109.     No agreement or transaction between the Company and one or more of its
         directors or any person in which any director has a financial interest
         or to whom any director is related, including as a director of that
         other person, is void or voidable for this reason only or by reason
         only that the director is present at the meeting of directors or at the
         meeting of the committee of directors that approves the agreement or
         transaction or that the vote or consent of the director is counted for
         that purpose if the material facts of the interest of each director in
         the agreement or transaction and his interest in or relationship to any
         other arty to the agreement or transaction are disclosed in good faith
         or are known by the other directors.


110.     A director who has an interest in any particular business to be
         considered at a meeting of directors or members may be counted for
         purposes of determining whether the meeting is duly constituted.


                                 INDEMNIFICATION


111.     Subject to the limitations hereinafter provided the Company may
         indemnify against all expenses, including legal fees, and against all
         judgments, fines and amounts paid in settlement and reasonably incurred
         in connection with legal, administrative or investigative proceedings
         any person who


         (a)      is or was a party or is threatened to be made a party to any
                  threatened, pending or completed proceedings, whether civil,
                  criminal, administrative or investigative, by reason of the
                  fact that the person is or was a director, an officer or a
                  liquidator of the Company; or


         (b)      is or was, at the request of the Company, serving as a
                  director, officer or liquidator of, or in any other capacity
                  is or was acting for, another company or partnership, joint
                  venture, trust or other enterprise.


112.     The Company may only indemnify a person if the person acted honestly
         and in good faith with a view to the best interests of the Company and
         in the case of criminal proceedings, the person had no reasonable cause
         to believe that his conduct was unlawful.




113.     The decision of the directors as to whether the person acted honesty
         and in good faith and with a view to the best interests of the Company
         and as to whether the person has no reasonable cause to believe that
         his conduct was unlawful is, in the absence of fraud, sufficient for
         the purposes of these Articles, unless a question of law is involved.


114.     The termination of any proceeding by any judgment, order, settlement,
         conviction or the entering of a nolle prosequi does not, by itself,
         create a presumption that the person did not act honestly and in good
         faith and with a view to the best interests of the Company or that the
         person had reasonable cause to believe that his conduct was unlawful.


115.     If a person to be indemnified has been successful in defence of any
         proceedings referred to above the person is entitled to be indemnified
         against all expenses, including legal fees, and against all judgments,
         fines and amounts paid in settlement and reasonably incurred by the
         person in connection with the proceedings.


116.     The Company may purchase and maintain insurance in relation to any
         person who is or was a director, an officer or a liquidator of the
         Company, or who at the request of the Company is or was serving as a
         director, an officer or a liquidator of, or in any other capacity is or
         was acting for, another company or a partnership, joint venture, trust
         or other enterprise, against any liability asserted against the person
         and incurred by the person in that capacity, whether or not the Company
         has or would have had the power to indemnify the person against the
         liability as provided in these Articles.


                                      SEAL


117.     The Company may have more than one Seal and references herein to the
         Seal shall be references to every Seal which shall have been duly
         adopted by resolution of directors. The directors shall provide for the
         safe custody of the Seal and for an imprint thereof to be kept at the
         Registered Office. Except as otherwise expressly provided herein the
         Seal when affixed to any written instrument shall be witnessed and
         attested to by the signature of a director or any other person so
         authorized from time to time by resolution of directors. Such
         authorization may be before or after the Seal is affixed may be general
         or specific and may refer to any number of sealings. The Directors may
         provide for a facsimile of the Seal and of the signature of any
         director or authorized person which may be reproduced by printing or
         other means on any instrument and it shall have the same force and
         validity as if the Seal had been affixed to such instrument and the
         same had been signed as hereinbefore described.





                                    DIVIDENDS


118.     The Company may by a resolution of directors declare and pay dividends
         in money, shares, or other property, but dividends shall only be
         declared and paid out of surplus. In the event that dividends are paid
         in specie the directors shall have responsibility for establishing and
         recording in the resolution of directors authorizing the dividends, a
         fair and proper value for the assets to be so distributed.


119.     The directors may from time to time pay to the members such interim
         dividends as appear to the directors to be justified by the profits of
         the Company.


120.     The directors may, before declaring any dividend, set aside out of the
         profits of the Company such sum as they think proper as a reserve fund,
         and may invest the sum so set apart as a reserve fund upon such
         securities as they may select.


121.     No dividend shall be declared and paid unless the directors determine
         that immediately after the payment of the dividend the Company will be
         able to satisfy its liabilities as they become due in the ordinary
         course of its business and the realizable value of the assets of the
         Company will not be less than the sum of its total liabilities, other
         than deferred taxes, as shown in its books of account, and its capital.
         In the absence of fraud, the decision of the directors as to the
         realizable value of the assets of the Company is conclusive, unless a
         question of law is involved.


122.     Notice of any dividend that may have been declared shall be given to
         each member in manner hereinafter mentioned and all dividends unclaimed
         for 3 years after having been declared may be forfeited by resolution
         of directors for the benefit of the Company.


123.     No dividend shall bear interest as against the Company and no dividend
         shall be paid on treasury shares or shares held by another company of
         which the Company holds, directly or indirectly, shares having more
         than 50 percent of the vote in electing directors.


124.     A share issued as a dividend by the Company shall be treated for all
         purposes as having been issued for money equal to the surplus that is
         transferred to capital upon the issue of the share.





125.     In the case of a dividend of authorized but unissued shares with par
         value, an amount equal to the aggregate par value of the shares shall
         be transferred from surplus to capital at the time of the distribution.


126.     In the case of a dividend of authorized but unissued shares without par
         value, the amount designated by the directors shall be transferred from
         surplus to capital at the time of the distribution, except that the
         directors must designate as capital an amount that is at least equal to
         the amount that the shares are entitled to as a preference, if any, in
         the assets of the Company upon liquidation of the Company.


127.     A division of the issued and outstanding shares of a class or series of
         shares into a larger number of shares of the same class or series
         having a proportionately smaller par value does not constitute a
         dividend of shares.


                               ACCOUNTS AND AUDIT


128.     The Company may by resolution of members call for the directors to
         prepare periodically a profit and loss account and a balance sheet. The
         profit and loss account and balance sheet shall be drawn up so as to
         give respectively a true and fair view of the profit and loss of the
         Company for the financial period and a true and fair view of the state
         of affairs of the Company as at the end of the financial period.


129.     The Company may by resolution of members call for the accounts to be
         examined by auditors.


130.     The first auditors shall be appointed by resolution of directors,
         subsequent auditors shall be appointed by a resolution of members.


131.     The auditors may be members of the Company but no director or other
         officer shall be eligible to be an auditor of the Company during his
         continuance in office.


132.     The remuneration of the auditors of the Company



         (a)      in the case of auditors appointed by the directors, may be
                  fixed by resolution of directors; and


         (b)      subject to the foregoing, shall be fixed by resolution of
                  members or in such manner as the Company may be resolution of
                  members determine.


133.     The auditors shall examine each profit and loss account and balance
         sheet required to be served on every member of the Company or laid
         before a meeting of the members of the Company and shall state in a
         written report whether or not


         (a)      in their opinion the profit and loss account and balance sheet
                  give a true and fair view respectively of the profit and loss
                  for the period covered by the accounts, and of the state of
                  affairs of the Company at the end of that period; and


         (b)      all the information and explanations required by the auditors
                  have been obtained.


134.     The report of the auditors shall be annexed to the accounts and shall
         be read at the meeting of members at which the accounts are laid before
         the Company or shall be served on the members.


135.     Every auditor of the Company shall have a right of access at all times
         to the books of account and vouchers of the Company, and shall be
         entitled to require from the directors and officers of the Company such
         information and explanations as he thinks necessary for the performance
         of the duties of the auditors.


136.     The auditors of the Company shall be entitled to receive notice of, and
         to attend any meetings of members of the Company at which the Company's
         profit and loss account and balance sheet are to be presented.


                                     NOTICES


137.     Any notice, information or written statement to be given by the Company
         to members may be served in any way by which it can reasonably be
         expected to reach each member or by mail addressed to each member at
         the address shown in the share register.



138.     Any summons, notice, order, document, process, information or written
         statement to be served on the Company may be served by leaving it, or
         by sending it by registered mail addressed to the Company, at its
         registered office, or by leaving it with, or by sending it by
         registered mail to, the registered agent of the Company.


139.     Service of any summons, notice, order, document, process, information
         or written statement to be served on the Company may be proved by
         showing that the summons, notice, order, document, process, information
         or written statement was delivered to the registered office or the
         registered agent of the Company or that it was mailed in such time as
         to admit to its being delivered to the registered office or the
         registered agent of the Company in the normal course of delivery within
         the period prescribed for service and was correctly addressed and the
         postage was prepaid.


                        PENSION AND SUPERANNUATION FUNDS


140.     The directors may establish and maintain or procure the establishment
         and maintenance of any non-contributory or contributory pension or
         superannuation funds for the benefit of, and give or procure the giving
         of donations, gratuities, pensions, allowances or emoluments to, any
         persons who are or were at any time in the employment or service of the
         Company or any company which is a subsidiary of the Company or is
         allied to or associated with the Company or with any such subsidiary,
         or who are or were at any time directors or officers of the Company or
         of any such other company as aforesaid or who hold or held any salaried
         employment or office in the Company or such other company, or any
         persons in whose welfare the Company or any such other company as
         aforesaid is or has been at any time interested, and to the wives,
         widows, families and dependents of any such person, and may make
         payments for or towards the insurance of any such persons as aforesaid,
         and may do any of the matters aforesaid either alone or in conjunction
         with any such other company as aforesaid. Subject always to the
         proposal being approved by resolution of members, a director holding
         any such employment or office shall be entitled to participate in and
         retain for his own benefit any such donation, gratuity, pension
         allowance or emolument.


                                   ARBITRATION


141.     Whenever any difference arises between the Company on the one hand and
         any of the members or their executors, administrators or assigns on the
         other hand, touching the true intent and construction or the incidence
         or consequences of these Articles or of the Act, touching anything done
         or executed, omitted or suffered in pursuance of the Act or touching
         any breach or alleged breach or otherwise relating to the premises or
         to these Articles, or to any Act or Ordinance affecting the Company or
         to any of the affairs of the Company such difference shall, unless the
         parties agree to refer the same to a single arbitrator, be referred to
         2 arbitrators one to be chosen by each of the parties to the difference
         and the arbitrators shall before entering on the reference appoint an
         umpire.




142.     If either party to the reference makes default in appointing an
         arbitrator either originally or by way of substitution (in the event
         that an appointed arbitrator shall die, be incapable of acting or
         refuse to act) for 10 days after the other party has given him notice
         to appoint the same, such other party may appoint an arbitrator to act
         in the place of the arbitrator of the defaulting party.


                      VOLUNTARY WINDING UP AND DISSOLUTION


143.     The Company may voluntarily commence to wind up and dissolve by a
         resolution of members but if the Company has never issued shares it may
         voluntarily commence to wind up and dissolve by resolution of
         directors.


                                  CONTINUATION


144.     The Company may be resolution of members or by a resolution passed
         unanimously by all directors of the Company continue as a company
         incorporated under the laws of a jurisdiction outside the British
         Virgin Islands in the manner provided under those laws.


      We, East Asia Corporate Services (BVI) Limited, of East Asia Chambers,
      P.O. Box 901, Road Town, Tortola, British Virgin Islands for the purpose
      of incorporating an International Business Company under the laws of the
      British Virgin Islands hereby subscribe our name to these Articles of
      Association the 21st day of July 2005 in the presence of:



- --------------------------------------------------------------------------------
Witness                             Subscriber






- -----------------------------      ----------------------------
Adrian J. Hogg                      Patrick A. Nicholas
East Asia Chambers                  Authorized Signatory
P.O. Box 901                        East Asia Corporate Services (BVI) Limited
Road Town, Tortola
British Virgin Islands

- --------------------------------------------------------------------------------

EX-99.9

                   BUSINESS LICENSE OF ENTERPRISE LEGAL PERSON

Registration number: 4100001008403

Date of Establishment: May 20, 2005


Name of Enterprise: Henan Zhongpin Food Co., Ltd.

Legal Address: south of the middle part of Changxing Road, Changge City, Henan
Province, China

Legal Representative: Zhu Xian Fu

Registered Capital: RMB (Y)16 million [US $1.93 million at the exchange rate of
                    US $1 = RMB (Y)8.27]

Type of Enterprise: limited liability company [not the same as an LLC in U.S.
                    law]

Scope of Business:  processing of meat and meat products; shall not engage in
                    what is prohibited by statutes or regulations; shall not
                    engage in projects required by statues or regulations to be
                    approved before the approval is obtained; the enterprise
                    shall have its discretion to choose to carry out business
                    activities on projects not prohibited or required to be
                    approved under statutes or regulations. Duration of
                    Operation: May 20, 2005 - May 20, 2025


Registration Authority: Administration Bureau for Industry and Commerce of Henan
Province [certified with the official stamp of the same bureau]

[Date this copy was first issued:] May 26, 2005