EXHIBIT 10.28



                                                                  EXECUTION COPY
                                                                  --------------

                                    AMENDMENT

         This AMENDMENT  (this  "AMENDMENT"),  dated as of December 21, 2006, is
entered into by and among  Zhongpin  Inc.  (formerly  known as Strong  Technical
Inc.), a Delaware corporation (the "COMPANY"),  and each of the investors listed
on Exhibit A hereto (each an "INVESTOR" and collectively,  the "INVESTORS"), for
the purpose of amending the terms of the Registration  Rights Agreement dated as
of January  30, 2006 and  amended as of  February  21,  2006 (the  "REGISTRATION
RIGHTS  AGREEMENT") among the Company and the Investors.  Capitalized terms used
herein without  definition shall have the meanings ascribed to such terms in the
Registration Rights Agreement.

         WHEREAS,  pursuant  to the  terms of  Section  2.1 of the  Registration
Rights  Agreement,  the Company  has filed with the  Commission  a  registration
statement  on  Form  S-1  (Registration  No.   333-133226)  (the   "REGISTRATION
STATEMENT")  pursuant to which the Company is seeking to register  for resale by
the Investors in the manner set forth therein the Registrable Securities; and

         WHEREAS,  pursuant  to  comments  received  by  the  Company  from  the
Commission relating to the Registration Statement,  the Company is requesting to
remove  from  the  Registration  Statement  all  of the  Registrable  Securities
issuable upon exercise of the warrants issued pursuant to the Purchase Agreement
(the "Original  Warrants") and certain of the  Registrable  Securities  issuable
upon conversion of the Series A Preferred Stock; and

         WHEREAS,  the Company  and the  Investors  have agreed to make  certain
amendments to the Registration Rights Agreement as set forth herein;

         NOW,  THEREFORE,  in consideration of the above, and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

         1.       Each of the Investors  agrees that the Registrable  Securities
issuable  upon  exercise of the Original  Warrants may be removed by the Company
from the Registration Statement.

         2.       Each of the Investors  agrees that the Company may remove from
the Registration  Statement the number of Registrable  Securities  issuable upon
conversion of the Series A Preferred Stock  beneficially owned by such Investors
set forth opposite  their names on EXHIBIT A hereto.  In  consideration  of such
removal,  the  Company  shall  issue to each of such  Investors  stock  purchase
warrants in the form annexed hereto as EXHIBIT B (the "ADDITIONAL  WARRANTS") to
purchase  the number of shares of Common  Stock set forth  opposite the names of
such Investors on EXHIBIT A hereto.  Any expense to the Company  associated with
the issuance and delivery of the  Additional  Warrants,  which  expense shall be
determined in accordance with generally  accepted  accounting  principles in the
United States,  shall be excluded from the calculation of the  consolidated  net
income of the Company for purposes of Section 4(a) of the Escrow Agreement dated
as of January 30, 2006,  as amended,  among the  Company,  Law  Debenture  Trust
Company of New York, as escrow agent,  and the stockholders of the Company named
therein,  and the  Company's  independent  auditor is hereby  authorized to give
effect to


<PAGE>

such exclusion in the preparation of the Accountant's  Certification (as defined
in such Escrow Agreement)  certifying the Company's  consolidated net income for
the year ended December 31, 2006.

         3.       The  Investors  acknowledge  that,  because  the  Registration
Statement  has not yet been  declared  effective by the  Commission,  the amount
payable by the  Company  pursuant  to  Section  2.4 of the  Registration  Rights
Agreement in respect of the Registration Statement is not yet determinable. Each
of the Investors agrees, however, that in full settlement of any and all amounts
that are now, or may in the future be,  payable to the  Investors  in respect of
the Registration  Statement  pursuant to Section 2.4 of the Registration  Rights
Agreement,  the Company  shall pay and/or issue to the  Investors  the amount of
cash and/or  shares of Common Stock  (collectively,  the  "Penalty  Shares") set
forth  opposite  their names on EXHIBIT A hereto.  The  Company  shall make such
payment and issue such shares of Common  Stock on or prior to December 31, 2006;
provided,  however,  that if as a result of the applicable rules and regulations
of the People's  Republic of China the Company is unable to wire  transfer  such
cash  payments  on or prior to December  31,  2006,  the  Company  shall use its
commercially  reasonably  efforts to make such  payment  as soon as  practicable
after such date.

         4.       (a)      The Company shall file, within  30 days  of the  date
the Company is required to file with the  Commission  its Annual  Report on Form
10-K for the year ended  December 31, 2006 (the "FILING  DATE"),  a registration
statement  on Form S-1 (or such other form as is  appropriate)  registering  the
offer and sale by the holders thereof of the Registrable Securities not included
in  the   Registration   Statement  and  containing  a  "Plan  of  Distribution"
substantially   identical  to  the  "Plan  of  Distribution"   included  in  the
Registration Statement. 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.

                  (b)      In  the  event  the  rules  or   regulations  of  the
Commission  prohibit the inclusion in the registration  Statement filed pursuant
to Section  4(a)  hereof of all of the  Registrable  Securities  not  previously
included  in the  Registration  Statement,  the  Company  may  remove  from such
registration statement, without the consent or approval of any of the holders of
Registrable Securities,  FIRST, shares of Common Stock issuable upon exercise of
the Additional  Warrants,  which shares shall be removed for each of the holders
thereof  on a pro rata  basis;  SECOND,  shares of Common  Stock  issuable  upon
exercise of the Original Warrants, which shares shall be removed for each of the
holders thereof on a pro rata basis;  THIRD,  shares of Common Stock  comprising
the  Penalty  Shares,  which  shares  shall be removed  for each of the  holders
thereof on a pro rata basis;  and FOURTH,  shares of Common Stock  issuable upon
conversion  of the Series A Preferred  Stock,  which shares shall be removed for
each of the holders thereof on a pro rata basis.  If any Registrable  Securities
are removed  from the  registration  statement  filed  pursuant to Section  4(a)
hereof, the Company shall file one or more additional registration statements on
Form S-1 (or such other forms as is appropriate)  registering the offer and sale
by the holders thereof of the  Registrable  Securities not included in any prior
registration  statement of the Company and  containing a "Plan of  Distribution"
substantially   identical  to  the  "Plan  of  Distribution"   included  in  the
Registration  Statement. No such registration statement shall include any shares
of Common Stock or other securities for the account of any other holder


                                       2
<PAGE>

without  the  prior  written  consent  of  the  holders  of a  majority  of  the
Registrable Securities included in such registration statement, and in the event
written  comments  of  the  Commission   prohibit  the  inclusion  in  any  such
registration   statement  of  all  the  Registrable  Securities  not  previously
registered under the Securities Act in a registration  statement of the Company,
the Company may remove from such registration statement,  without the consent or
approval of any of the holders of Registrable Securities, shares of Common Stock
in the manner  provided in the first  sentence of this Section  4(b).  Except as
permitted by the terms hereof,  without the prior written consent of the holders
of a  majority  of the  Registrable  Securities  included  in  any  registration
statement,  the Company  will not include in such  registration  statement  that
includes any shares of Common Stock or other  securities  for the account of any
securityholder  of the Company,  any shares of Common Stock or other  securities
for the account of any other securityholder of the Company.

                  (c)      If at any time the Company shall determine to prepare
and file with the Commission a registration  statement  under the Securities Act
relating to an  offering  for its own account or the account of others of any of
its equity  securities,  other than on Form S-4 or Form S-8 (each as promulgated
under  the  Securities  Act)  or  their  then  equivalents  relating  to  equity
securities to be issued solely in connection  with any acquisition of any entity
or business or equity  securities  issuable in  connection  with stock option or
other employee benefit plans, respectively,  then the Company shall send to each
holder of Registrable  Securities  written notice of such  determination and, if
within fifteen (15) days after receipt of such notice,  any such holder shall so
request in writing, the Company shall include in such registration statement all
or any part of such  Registrable  Securities  that such  holder  requests  to be
registered.  If the  registration  of which the  Company  gives  notice is for a
registered  public  offering  involving an  underwriting,  the Company  shall so
advise the holders of  Registrable  Securities  as a part of the written  notice
given  pursuant  to this  paragraph.  The  right of any  holder  of  Registrable
Securities  to  require  registration   pursuant  to  this  paragraph  shall  be
conditioned  upon  such  holder's  participation  in such  underwriting  and the
inclusion of such holder's  Registrable  Securities in the  underwriting  to the
extent  provided  herein.  All holders of  Registrable  Securities  proposing to
distribute their securities  through such underwriting  shall (together with the
Company and any officers,  directors or other securityholders distributing their
securities  through such underwriting)  enter into an underwriting  agreement in
customary  form  with the  representative  of the  underwriter  or  underwriters
selected by the Company.  If the representative of the underwriters  advises the
Company in writing that marketing factors require a limitation or elimination on
the number of shares to be underwritten,  the representative may (subject to the
allocation priority set forth below) limit the number of Registrable  Securities
to be included in the registration and underwriting. The Company shall so advise
all holders of securities requesting  registration,  and the number of shares of
Common  Stock  that  are  entitled  to  be  included  in  the  registration  and
underwriting  shall be  allocated as follows:  FIRST,  to the Company for shares
being sold for its own account,  SECOND,  among all such holders of  Registrable
Securities requesting registration (subject to the allocation priority set forth
in Section 4(b) above),  and THIRD, among all other  securityholders  requesting
registration  pursuant to the exercise of piggyback  registration rights. If any
holder  of  Registrable   Securities  disapproves  of  the  terms  of  any  such
underwriting,  such holder may elect to withdraw  therefrom by written notice to
the Company and the  underwriter.  The Company shall have the right to terminate
or withdraw any  registration  initiated by it under


                                       3
<PAGE>

this paragraph (c) prior to the  effectiveness of such  registration  whether or
not any holder of Registrable  Securities  has elected to include  securities in
such registration.

                  (d)      Each  registration  statement  filed  by the  Company
pursuant to this  Amendment  shall be deemed to be, and for all  purposes of the
Registration  Rights  Agreement  shall be treated as, a  registration  statement
filed  pursuant to Section 2 of the  Registration  Rights  Agreement;  provided,
however,  that Section 2.4 of the  Registration  Rights  Agreement  shall not be
applicable to any such registration  statement.  Subject to the terms of Section
2.5 of the Registration Rights Agreement, the Company shall use its commercially
reasonable  efforts to cause each registration  statement filed pursuant to this
Amendment to be declared  effective  by the  Commission  as soon as  practicable
following  the  filing  thereof,  and shall  deposit  in  escrow  with its legal
counsel,  Pryor Cashman Sherman & Flynn LLP, promptly following the date hereof,
the sum of $100,000,  which  escrowed  funds may be applied by such counsel from
time to time to pay its fees and expenses  for services  rendered to the Company
in connection with the transactions contemplated hereby.

         5.       The definition of "REGISTRABLE SECURITIES" in the Registration
Rights Agreement is amended and restated in its entirety to read as follows:

         "Registrable  Securities"  means the  Penalty  Shares and 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 and/or the Additional Warrants until, in the case of
         any such share of Common Stock, it is (A) sold pursuant to an effective
         registration  statement  under the  Securities  Act; (B) eligible to be
         sold into the public market without regard to volume  limitations under
         Rule 144(k)  promulgated  under the  Securities  Act (or any  successor
         rule);  or (C) sold pursuant to Rule 144 under the  Securities  Act (or
         any successor rule).

         6.       Except as specifically set forth in this Amendment,  there are
no  other  amendments,  modifications  or  waivers  to the  Registration  Rights
Agreement,  and all of the other terms and provisions of the Registration Rights
Agreement remain in full force and effect.

         7.       From  and  after  the  date  hereof,  all  references  to  the
Registration   Rights  Agreement  shall  be  deemed  to  be  references  to  the
Registration Rights Agreement, as the case may be, as modified hereby.

         8.       This  Amendment  shall be binding upon the parties  hereto and
their respective successors and permitted assigns and shall inure to the benefit
of and be  enforceable  by each  of the  parties  hereto  and  their  respective
successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH AND  GOVERNED  BY THE LAW OF THE  STATE OF NEW  YORK.  This
Amendment may be executed in any number of counterparts,  each of which shall be
an original, but all of which shall constitute one instrument.

                  [THE     REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       4
<PAGE>

         IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
signed in its name effective as of the date set forth above.

                                       ZHONGPIN INC.


                                       By: /s/ Zhu Xianfu
                                          -------------------------------------
                                          Name:  Zhu Xianfu
                                          Title: Chief Executive Officer


                                       ATLAS CAPITAL MASTER FUND LP


                                       By: /s/ Robert H. Alpert
                                          -------------------------------------
                                          Name: Robert H. Alpert
                                          Title: Director


                                       ATLAS CAPITAL (Q.P.), LP


                                       By: /s/ Robert H. Alpert
                                          -------------------------------------
                                          Name: Robert H. Alpert
                                          Title: Director


                                       ATLAS CAPITAL OFFSHORE EXEMPT FUND, LTD.


                                       By: /s/ Robert H. Alpert
                                          -------------------------------------
                                          Name: Robert H. Alpert
                                          Title: Director


                                       BFS US SPECIAL OPPORTUNITIES TRUST PLC


                                       By: /s/ Scott Douglass
                                          -------------------------------------
                                          Name: Scott Douglass
                                          Title: Vice President


                                       5
<PAGE>

                                       CORDILLERA FUND, LP


                                       By: /s/ Stephen J. Carter
                                          -------------------------------------
                                          Name: Stephen J. Carter
                                          Title: General Partner

                                       CRESTVIEW CAPITAL MASTER LLC

                                       By: /s/ John A. Schmit
                                          -------------------------------------
                                          Name: John A. Schmit
                                          Title: Member, Crestview Capital
                                                 Partners LLC


                                       GRYPHON MASTER FUND, L.P.


                                       By: /s/ Warren W. Garden
                                          -------------------------------------
                                          Name: Warren W. Garden
                                          Title: Authorized Agent


                                       GSSF MASTER FUND, L.P.


                                       By: /s/ Warren W. Garden
                                          -------------------------------------
                                          Name: Warren W. Garden
                                          Title: Authorized Agent


                                       JAYHAWK CHINA FUND (CAYMAN), LTD.


                                       By: /s/ Michael D. Schmitz
                                          -------------------------------------
                                          Name: Michael D. Schmitz
                                          Title: CFO of Investment Manager


                                       6
<PAGE>

                                       PINNACLE CHINA FUND, L.P.


                                       By: /s/ Barry M. Kitt
                                          -------------------------------------
                                          Name:  Barry M. Kitt
                                          Title: Manager, Kitt China Management,
                                          L.L.C.,  the Manager of Pinnacle China
                                          Management,    L.L.C.,   the   General
                                          Partner of  Pinnacle  China  Advisors,
                                          L.P., the General  Partner of Pinnacle
                                          China Fund, L.P.


                                       RENAISSANCE US GROWTH INVESTMENT
                                         TRUST PLC


                                       By: /s/ Scott Douglass
                                          --------------------------------------
                                          Name: Scott Douglass
                                          Title: Vice President


                                        /s/ Michael Ross
                                       -----------------------------------------
                                       MICHAEL ROSS


                                       SANDOR CAPITAL MATER FUND, LP


                                       By: /s/ John S. Lemak
                                          --------------------------------------
                                          Name: John S. Lemak
                                          Title: General Partner


                                       SOUTHWELL PARTNERS, LP


                                       By: /s/ Wilson Jaeggli
                                          --------------------------------------
                                          Name: Wilson Jaeggli
                                          Title: Managing Director


                                       7
<PAGE>

                                       SPECIAL SITUATIONS PRIVATE EQUITY
                                         FUND, L.P.


                                       By: /s/ Austin W. Marxe
                                          --------------------------------------
                                          Name: Austin W. Marxe
                                          Title: General Partner


                                       SPECIAL SITUATIONS FUND III QP, L.P.


                                       By: /s/ Austin W. Marxe
                                          --------------------------------------
                                          Name: Austin W. Marxe
                                          Title: General Partner


                                       SPECIAL SITUATIONS FUND III, L.P.


                                       By: /s/ Austin W. Marxe
                                          --------------------------------------
                                          Name: Austin W. Marxe
                                          Title: General Partner


                                       SRB GREENWAY OFFSHORE OPERATING
                                         FUND, L.P.
                                         By: SRB Management, L.P.,
                                             General Partner
                                         By: BC Advisors, LLC,
                                             General Partner

                                       By: /s/ Steven Becker
                                          --------------------------------------
                                          Name: Steven Becker
                                          Title: Member


                                       SRB GREENWAY CAPITAL, L.P.
                                         By: SRB Management, L.P.,
                                             General Partner
                                         By: BC Advisors, LLC,
                                             General Partner

                                       By: /s/ Steven Becker
                                          --------------------------------------
                                          Name: Steven Becker
                                          Title: Member


                                       SRB GREENWAY CAPITAL (QP), L.P.
                                         By: SRB Management, L.P.,
                                             General Partner
                                         By: BC Advisors, LLC,
                                             General Partner


                                       By: /s/ Steven Becker
                                          --------------------------------------
                                          Name: Steven Becker
                                          Title: Member


                                       8
<PAGE>

                                       VISION OPPORTUNITY MASTER FUND, LTD.


                                       By: /s/ Adam Benowitz
                                          --------------------------------------
                                          Name: Adam Benowitz
                                          Title: Portfolio Manager


                                       WESTPARK CAPITAL, L.P.


                                       By: /s/ Patrick J. Brosnahan
                                          --------------------------------------
                                          Name: Patrick J. Brosnahan
                                          Title: General Partner


                                       WS OPPORTUNITY FUND INTERNATIONAL, LTD.


                                       By: /s/ Patrick Walker
                                          --------------------------------------
                                          Name: Patrick Walker
                                          Title: Member


                                       WS OPPORTUNITY FUND, L.P.


                                       By: /s/ Patrick Walker
                                          --------------------------------------
                                          Name: Patrick Walker
                                          Title: Member


                                       WS OPPORTUNITY FUND (QP), L.P.


                                       By: /s/ Patrick Walker
                                          --------------------------------------
                                          Name: Patrick Walker
                                          Title: Member


                                       9
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                               LIST OF PURCHASERS

<TABLE>
<CAPTION>
                                                         NUMBER OF
                                                     SHARES UNDERLYING
                                                          SERIES A
                                                      PREFERRED STOCK                               PENALTY PAYMENT
                                                        REMOVED FROM        NUMBER OF               ---------------
              NAMES AND ADDRESSES OF                    REGISTRATION        ADDITIONAL                          SHARES OF
                    INVESTORS                            STATEMENT           WARRANTS           CASH          COMMON STOCK
                    ---------                            ---------           --------           ----          ------------

<S>                                                         <C>                <C>          <C>                   <C>
Atlas Capital Master Fund LP                                190,586            28,588       $ 128,831.96              -0-
c/o Admiral Administration
Admiral Financial Center, 5th Floor
90 Fort Street
Box 32021
SMB
Grand Cayman, Cayman Islands

Atlas Capital (Q.P.), L.P.                                  115,527            17,330          78,093.73              -0-
100 Crescent Court
Suite 880
Dallas, TX  75201

Atlas Capital Offshore Exempt Fund, Ltd.                     29,721             4,459          20,090.98              -0-
c/o Admiral Administration
Admiral Financial Center, 5th Floor
90 Fort Street
Box 32021
SMB
Grand Cayman, Cayman Islands

BFS US Special Opportunities Trust PLC                      375,000            56,250              -0-            30,957
Front National Bank
100 W. Houston Street
San Antonio, TX  78205
Attn:  Henri Domingues T-8

Cordillera Fund, L.P.                                        67,167            10,076          45,403.33              -0-
8201 Preston Road, Suite 400
Dallas, TX  75201

Crestview Capital Master LLC                                167,917            25,188         113,508.33              -0-
95 Revere Drive, Suite A
Northbrook IL  60062

Gryphon Master Fund, L.P.                                   117,542            17,632          79,455.83              -0-
100 Crescent Court, Suite 490
Dallas, TX  75201
</TABLE>


                                      A-1
<PAGE>

<TABLE>
<CAPTION>
                                                         NUMBER OF
                                                     SHARES UNDERLYING
                                                          SERIES A
                                                      PREFERRED STOCK                               PENALTY PAYMENT
                                                        REMOVED FROM        NUMBER OF               ---------------
              NAMES AND ADDRESSES OF                    REGISTRATION        ADDITIONAL                          SHARES OF
                    INVESTORS                            STATEMENT           WARRANTS           CASH          COMMON STOCK
                    ---------                            ---------           --------           ----          ------------

<S>                                                       <C>                 <C>           <C>                  <C>
GSS Master Fund, L.P.                                        50,375             7,557       $  34,052.50              -0-
100 Crescent Court, Suite 490
Dallas, TX  75201

Jayhawk China Fund (Cayman), Ltd.                           900,000           135,000              -0-            74,297
c/o Genesis Fund Service Limited
8201 Mission Road, Suite 110
Prairie Village, KS  66208

Pinnacle China Fund, L.P.                                 1,750,000           262,500              -0-           144,466
4965 Preston Park Blvd
Suite 240
Plano, TX  75093

Renaissance US Growth Investment Trust PLC                  375,000            56,250              -0-            30,957
Front National Bank
100 W. Houston Street
San Antonio, TX  78205
Attn:  Henri Domingues T-8
Dallas, TX  75206

Michael P. Ross                                              75,000            11,250              -0-             6,192
300 Central Park West, Apt. 15-C2
New York, New York  10024

Sandor Capital Master Fund, LP                              125,000            18,750              -0-            10,319
2828 Routh Street
Suite 500
Dallas, TX  75201

Southwell Partners, LP                                      293,856            44,079              -0-            36,117
1901 North Akard Street
Dallas, TX  75201

Special Situations Private Equity Fund, L.P.                144,073            21,611          97,390.15              -0-
527 Madison Avenue, Suite 2600
New York, NY  10022

Special Situations Fund III QP, L.P.                        330,965            49,645         223,794.93              -0-
527 Madison Avenue, Suite 2600
New York, NY  10022
</TABLE>


                                      A-2
<PAGE>

<TABLE>
<CAPTION>
                                                         NUMBER OF
                                                     SHARES UNDERLYING
                                                          SERIES A
                                                      PREFERRED STOCK                               PENALTY PAYMENT
                                                        REMOVED FROM        NUMBER OF               ---------------
              NAMES AND ADDRESSES OF                    REGISTRATION        ADDITIONAL                          SHARES OF
                    INVESTORS                            STATEMENT           WARRANTS           CASH          COMMON STOCK
                    ---------                            ---------           --------           ----          ------------

<S>                                                         <C>                <C>         <C>                    <C>
Special Situations Fund III, L.P.                            28,714             4,308       $  19,419.93              -0-
527 Madison Avenue, Suite 2600
New York, NY  10022

SRB Greenway Offshore Operating Fund, L.P.                    4,483               673              -0-               551
300 Crescent Court, Suite 1111
Dallas, TX  75201
Attn:  Joe Worsham

SRB Greenway Capital, L.P.                                    8,951             1,343              -0-             1,101
300 Crescent Court, Suite 1111
Dallas, TX  75201
Attn:  Joe Worsham

SRB Greenway Capital (QP), L.P.                              70,525            10,579              -0-             8,668
300 Crescent Court, Suite 1111
Dallas, TX  75201
Attn:  Joe Worsham

Vision Opportunity Master Fund, Ltd.                        302,251            45,338         204,315.00              -0-
317 Madison Avenue, Suite 1220
New York, NY  10017

Westpark Capital, L.P.                                      250,000            37,500              -0-            20,638
4965 Preston Park Boulevard
Suite 220
Plano, TX  75093

WS Opportunity Fund International, Ltd.                      63,809             9,572              -0-             7,843
300 Crescent Court, Suite 1111
Dallas, TX  75201
Attn:  Joe Worsham

WS Opportunity Fund, L.P.                                    36,942             5,542              -0-             4,541
300 Crescent Court, Suite 1111
Dallas, TX  75201
Attn:  Joe Worsham

WS Opportunity Fund (QP), L.P.                               25,188             3,779       $      -0-             3,096
300 Crescent Court, Suite 1111
Dallas, TX  75201
Attn:  Joe Worsham
</TABLE>


                                      A-3


<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                                     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.


                                  ZHONGPIN INC.

              WARRANT FOR THE PURCHASE OF UP TO ________ SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

NO. PW-[___]                                                     ________ SHARES

         THIS  CERTIFIES  that,  for  value  received,  _______________  with an
address   at   _________________________________________________________________
(including  any  transferee,  the  "Holder"),  is entitled to subscribe  for and
purchase from Zhongpin 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 $5.50,  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 an  Amendment  dated as of December  __,  2006 to the  Registration
Rights  Agreement (as defined  below) among the Company and the investors  named
therein and initially  covering an aggregate of _________ shares of Common Stock
(collectively, the "Company Warrants").


                                      B-1
<PAGE>

         The number of shares of Common  Stock  issuable  upon  exercise of this
Warrant (the "Warrant  Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.

         1.       (a)      This Warrant may be  exercised  during  the  Exercise
Period as to all or a lesser number of whole Warrant  Shares by the surrender of
this  Warrant  (with the Exercise  Form  attached  hereto duly  executed) to the
Company at the offices of the Company's agent, The Bank of New York, 101 Barclay
Street,  11 East,  New York New York 10286,  Attention:  __________,  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:

                  X =      Y(A-B)
                           ------
                             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


                                      B-2
<PAGE>

available,  unless such securities have not been traded on an exchange or in the
over-the-counter  market  for 30 or more  days  immediately  prior to the day in
question,  in which case the Current  Market Price shall be  determined  in good
faith by, and reflected in a formal resolution of, the Board of Directors of the
Company.

         The Company  acknowledges  and agrees  that this  Warrant was issued on
December __, 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 exercise and delivery
obligations


                                      B-3
<PAGE>

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.
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, as
amended,  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 assurance that Rule
144  sales  will be  available  at any


                                      B-4
<PAGE>

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 Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
rights,  options,  or warrants


                                      B-5
<PAGE>

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.

                  (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,


                                      B-6
<PAGE>

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 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


                                      B-7
<PAGE>

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;


                                      B-8
<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."

         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


                                      B-9
<PAGE>

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
determination of such sentence is being made, but shall exclude shares of Common
Stock which would be issuable  upon (i) exercise of the  remaining,


                                      B-10
<PAGE>

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_

                                        ZHONGPIN 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.


                                      B-11



<PAGE>

                                  ZHONGPIN INC.

                               FORM OF ASSIGNMENT

             (To be executed by the registered holder if such holder
                   desires to transfer the attached Warrant.)



To:      Zhongpin 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  PW-______)  to
purchase  __________  shares of Common  Stock,  par value  $0.001 per share,  of
Zhongpin 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>

                                  ZHONGPIN INC.

                                  EXERCISE FORM

         (To be completed and signed only upon exercise of the Warrants)


To:      Zhongpin 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)