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.

<PAGE>

         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



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<PAGE>

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



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<PAGE>

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



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<PAGE>

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



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<PAGE>

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.



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<PAGE>

             (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



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<PAGE>

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;



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<PAGE>

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
<PAGE>

         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
<PAGE>

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
<PAGE>

                              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.




<PAGE>

                              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)