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.



<PAGE>

                  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
<PAGE>

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
<PAGE>

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
<PAGE>

                      (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
<PAGE>

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
<PAGE>

                  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
<PAGE>

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
<PAGE>

         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
<PAGE>

                  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
<PAGE>

         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
<PAGE>

                                    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
<PAGE>

                                    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
<PAGE>

                                    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
<PAGE>

                                    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
<PAGE>

                                                                      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.


<PAGE>



                                                                      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
<PAGE>

         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
<PAGE>

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