ZHENG
HUI INDUSTRY CORPORATION

     


    WARRANT

     


    __________
Shares of Common Stock

     


    __________,
2011

    


    This
WARRANT (this “Warrant”) of Zheng Hui
Industry Corporation, a company duly organized and validly existing under the
laws of Nevada (the “Company”), is being issued
pursuant to that certain Underwriting Agreement, dated as of
[                             ],
2011, by and among the Company, Newbridge Securities Corporation and Rodman
& Renshaw, LLC, the representatives of the Underwriters (the “Representatives”) relating to
a firm commitment public offering (the “Offering”) of _______ shares
of common stock, $0.001 par value (the “Shares”), of the
Company.

    


    FOR VALUE RECEIVED, the
Company hereby grants to [_________________] and its permitted successors and
assigns (collectively, the “Holder”) the right to purchase
from the Company up to __________________ (___________) Shares (such Shares
underlying this Warrant, the “Warrant Shares”) [equal to 10% of the total number of
shares sold in the offering, including shares issuable upon exercise of the
over-allotment], at a per share purchase price equal to
$[    ] [165% OF THE PUBLIC OFFERING
PRICE] (the “Exercise
Price”), subject to the terms, conditions and adjustments set forth below
in this Warrant.

    


    1.           Vesting of
Warrant.  This Warrant shall vest and become exercisable on the
six month anniversary of the Base Date (the “Vesting Date”).  For
purposes of this Warrant, the “Base Date” shall mean
[                       ],
2011 [the Effective Date of the
Registration Statement].  Except as otherwise provided for
herein or as permitted by applicable rules of the Financial Industry Regulatory
Authority, Inc., (“FINRA”) this Warrant and the
Warrant Shares shall not be sold, transferred, assigned, pledged or
hypothecated, or be the subject of any hedging, short sale, derivative, put, or
call transaction that would result in the effective economic disposition of the
Warrant or the Warrant Shares, for the six months following the Base
Date.  The Warrant and the Warrant Shares are subject to a 180-day
lock-up pursuant to Section 9 hereof in accordance with FINRA Rule
5110(g)(1).

    


    2.           Expiration of
Warrant.  This Warrant shall expire on the five (5) year
anniversary of the Base Date (the “Expiration
Date”).

    


    3.           Exercise of
Warrant.  This Warrant shall be exercisable pursuant to the
terms of this Section 3.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.1           Manner of
Exercise.

    


    (a)           This
Warrant is exercisable in whole or in part at any time and from time to
time.  Such exercise shall be effectuated by submitting to the Company
(either by delivery to the Company or by facsimile transmission as provided in
Section 12 hereof) a completed and duly executed Notice of Exercise
(substantially in the form attached to this Warrant) as provided in this
paragraph.  The date such Notice of Exercise is faxed to the Company
shall be the “Exercise Date,” provided that the Holder of this Warrant tenders
this Warrant Certificate to the Company within five (5) business days
thereafter.  The Notice of Exercise shall be executed by the Holder of
this Warrant and shall indicate the number of Warrant Shares then being
purchased pursuant to such exercise. Upon surrender of this Warrant Certificate,
together with appropriate payment of the Exercise Price for the Warrant Shares
purchased, the Holder shall be entitled to receive a certificate or certificates
for the Shares so purchased.  The Exercise Price may be paid in a
“cashless” or “cash” exercise or a combination thereof pursuant to Section
3.1(b) and/or Section 3.1(c) below.

     

    (b)           If
the Notice of Exercise form elects a “cashless” exercise, the Holder shall
thereby be entitled to receive a number of Shares determined as
follows:

     

    X = Y [(A
– B)/A]

     

    where:

     

    X = the
number of Warrant Shares to be issued to the Holder.

     

    Y = the
number of Warrant Shares with respect to which this Warrant is being
exercised.

     

    A = the
Fair Market Value

     

    B = the
Exercise Price.

     

    For
purposes of this Section 3.1(b), “Fair Market Value” shall be the closing price
of the Shares as reported by the Nasdaq Capital Market, or if quoted on an
automated quotation service, such automated quotation service, on the date
immediately prior to the Exercise Date. If the Shares
are not then listed on a national stock exchange or such other quotation system
or association, the Fair Market Value of one Share as of the date of
determination, shall be as determined in good faith by the Board of Directors of
the Company and the Holder.  If the Shares are not then listed on a
national securities exchange or such other quotation system or association, the
Board of Directors of the Company shall respond promptly, in writing, to an
inquiry by the Holder prior to the exercise hereunder as to the fair market
value of an Share as determined by the Board of Directors of the
Company.  In the event that the Board of Directors of the Company and
the Holder are unable to agree upon the fair market value, the Company and the
Holder shall jointly select an appraiser, who is experienced in such
matters.  The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne equally by the Company
and the Holder.  Such adjustment shall be made successively whenever
such a payment date is fixed.

     

    (c)           If
the Notice of Exercise form elects a “cash” exercise, the Exercise Price per
Share for the shares then being exercised shall be payable in cash or by
certified or official bank check.


    
      
         


      

      
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    3.2           When Exercise
Effective.  Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the Business
Day on which this Warrant shall have been duly surrendered to the Company as
provided in Sections 3.1 and 12 hereof, and, at such time, the Holder in whose
name any certificate or certificates for Warrant Shares shall be issuable upon
exercise as provided in Section 3.3 hereof shall be deemed to have become the
holder or holders of record thereof of the number of Warrant Shares purchased
upon exercise of this Warrant.

    


    3.3           Delivery of Share
Certificates and New Warrant.  As soon as reasonably
practicable after each exercise of this Warrant, in whole or in part, and in any
event within three (3) Business Days thereafter, the Company, at its expense
(including the payment by it of any applicable issue taxes), will cause the name
of the Holder (or as Holder may direct) to be entered in the register of members
in respect of the Warrant Shares and further cause to be issued in the name of
and delivered to the Holder hereof or, subject to Sections 9 and 10 hereof, as
the Holder (upon payment by the Holder of any applicable transfer taxes) may
direct:

    


    (a)           a
certificate or certificates for the number of duly authorized, validly issued,
fully paid and nonassessable Warrant Shares to which the Holder shall be
entitled upon exercise; and

    


    (b)           in
case exercise is in part only, a new Warrant document of like tenor, dated the
date hereof, for the remaining number of Warrant Shares issuable upon exercise
of this Warrant after giving effect to the partial exercise of this Warrant
(including the delivery of any Warrant Shares as payment of the Exercise Price
for such partial exercise of this Warrant).

    


    4.           Certain
Adjustments.  For so long as this Warrant is
outstanding:

    


    4.1           Mergers or
Consolidations.  If at any time after the date hereof there
shall be a capital reorganization (other than a combination or subdivision of
the Shares otherwise provided for herein) resulting in a reclassification to or
change in the terms of securities issuable upon exercise of this Warrant (a
“Reorganization”), or a
merger or consolidation of the Company with another corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or a governmental agency (a “Person” or the “Persons”) (other than a merger
with another Person in which the Company is a continuing corporation and which
does not result in any reclassification or change in the terms of securities
issuable upon exercise of this Warrant or a merger effected exclusively for the
purpose of changing the domicile of the Company) (a “Merger”), then, as a part of
such Reorganization or Merger, lawful provision and adjustment shall be made so
that the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of stock or any other equity or debt securities or
property receivable upon such Reorganization or Merger by a holder of the number
of Shares which might have been purchased upon exercise of this Warrant
immediately prior to such Reorganization or Merger.  In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Warrant with respect to the rights and interests of the Holder after the
Reorganization or Merger to the end that the provisions of this Warrant
(including adjustment of the Exercise Price then in effect and the number of
Warrant Shares) shall be applicable after that event, as near as reasonably may
be, in relation to any shares of stock, securities, property or other assets
thereafter deliverable upon exercise of this Warrant.  The provisions
of this Section 4.1 shall similarly apply to successive Reorganizations and/or
Mergers.


    
      
         


      

      
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    4.2           Splits and Subdivisions;
Dividends.  In the event the Company should at any time or from
time to time effectuate a split or subdivision of the outstanding Shares or pay
a dividend in or make a distribution payable in additional Shares or other
securities or rights convertible into, or entitling the holder thereof to
receive, directly or indirectly, additional Shares (hereinafter referred to as
the “Share Equivalents”)
without payment of any consideration by such holder for the additional Shares or
Share Equivalents (including the additional Shares issuable upon conversion or
exercise thereof), then, as of the applicable record date (or the date of such
distribution, split or subdivision if no record date is fixed), the per share
Exercise Price shall be appropriately decreased and the number of Warrant Shares
shall be appropriately increased in proportion to such increase (or potential
increase) of outstanding shares; provided, however, that no adjustment shall be
made in the event the split, subdivision, dividend or distribution is not
effectuated.

    


    4.3           Combination of
Shares.  If the number of Shares outstanding at any time after
the date hereof is decreased by a combination of the outstanding Shares, the per
share Exercise Price shall be appropriately increased and the number of Warrant
Shares shall be appropriately decreased in proportion to such decrease in
outstanding shares.

    


    4.4           Adjustments for Other
Distributions.  In the event the Company shall declare a
distribution payable in securities of other Persons, evidences of indebtedness
issued by the Company or other Persons, assets (excluding cash dividends or
distributions to the holders of Shares paid out of current or retained earnings
and declared by the Company’s board of directors) or options or rights not
referred to in Sections 4.1, 4.2 or 4.3, then, in each such case for the purpose
of this Section 4.4, upon exercise of this Warrant, the Holder shall be entitled
to a proportionate share of any such distribution as though the Holder was the
actual record holder of the number of Warrant Shares as of the record date fixed
for the determination of the holders of Shares of the Company entitled to
receive such distribution.

    


    5.           No
Impairment.  The Company will not, by amendment of its articles
of incorporation and bylaws or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all of the terms and in the taking of all actions
necessary or appropriate in order to protect the rights of the Holder against
impairment.

    


    6.           Chief Financial Officer’s
Report as to Adjustments.  With respect to each adjustment
pursuant to Section 4 of this Warrant, the Company, at its expense, will
promptly compute the adjustment or re-adjustment in accordance with the terms of
this Warrant and cause its Chief Financial Officer to certify the computation
(other than any computation of the fair value of property of the Company, as the
case may be) and prepare a report setting forth, in reasonable detail, the event
requiring the adjustment or re-adjustment and the amount of such adjustment or
re-adjustment, the method of calculation thereof and the facts upon which the
adjustment or re-adjustment is based, and the Exercise Price and the number of
Warrant Shares or other securities purchasable hereunder after giving effect to
such adjustment or re-adjustment,  which report shall be mailed by
first class mail, postage prepaid to the Holder.  The Company will
also keep copies of all reports at its office maintained pursuant to Section
10.2(a) hereof and will cause them to be available for inspection at the office
during normal business hours upon reasonable notice by the Holder or any
prospective purchaser of the Warrant designated by the Holder
thereof.


    
      
         


      

      
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    7.           Reservation of
Shares.  The Company shall, solely for the purpose of effecting
the exercise of this Warrant, at all times during the term of this Warrant,
reserve and keep available out of its authorized Shares, free from all taxes,
liens and charges with respect to the issue thereof and not subject to
preemptive rights or other similar rights of shareholders of the Company, such
number of its Shares as shall from time to time be sufficient to effect in full
the exercise of this Warrant.  If at any time the number of authorized
but unissued Shares shall not be sufficient to effect in full the exercise of
this Warrant, in addition to such other remedies as shall be available to
Holder, the Company will promptly take such corporate action as may, in the
opinion of its counsel, be necessary to increase the number of authorized but
unissued Shares to such number of shares as shall be sufficient for such
purposes, including without limitation, using its best efforts to obtain the
requisite shareholder approval necessary to increase the number of authorized
Shares.  The Company hereby represents and warrants that all Shares
issuable upon exercise of this Warrant shall be duly authorized and, when issued
and paid for upon exercise, shall be validly issued, fully paid and
nonassessable.

    


    8.           Registration and
Listing.

    


    8.1           Definition of Registrable
Securities; Majority.  As used herein, the term “Registrable Securities” means
any Shares issuable upon the exercise of this Warrant, until the date (if any)
on which such shares shall have been transferred or exchanged and new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall not
require registration or qualification of them under the Securities Act or any
similar state law then in force.  For purposes of this Warrant, the
term “Majority”, in
reference to the holders of Registrable Securities, shall mean in excess of
fifty percent (50%) of the then outstanding Warrant Shares (assuming the
exercise of the entire Warrant) that (i) are not held by the Company, an
affiliate, officer, creditor, employee or agent thereof or any of their
respective affiliates, members of their family, Persons acting as nominees or in
conjunction therewith and (ii) have not be resold to the public pursuant to a
registration statement filed under the Securities Act.

    


    8.2           Required
Registration.

    


    (a)           At
any time on or after the Base Date and on or before the five (5) year
anniversary of the Base Date, but in no event on not more than two (2)
occasions, upon the written request of the holders of the Registrable Securities
representing a Majority of such securities, the Company will use its best
efforts to effect the registration of the respective shares of the holders of
Registrable Securities under the Securities Act of 1933, as amended (the “Securities Act”) to the extent
requisite to permit the disposition thereof as expeditiously as reasonably
possible, but in no event later than 120 days from the date of such
request.


    
      
         


      

      
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    (b)           Registration
of Registrable Securities under this Section 8.2 shall be on such appropriate
registration form: (i) as shall be selected by the Company, and (ii) as shall
permit the disposition of such Registrable Securities in accordance with this
Section 8.2.  The Company agrees to include in any such registration
statement all information which the requesting holders of Registrable Securities
shall reasonably request, which is required to be contained
therein.  The Company will pay all Registration Expenses in connection
with the effected required registration (as described in Section 8.2(c)) of
Registrable Securities in no more than one (1) occasion pursuant to this Section
8.2.

    


    (c)           A
registration requested pursuant to this Section 8.2 shall not be deemed to have
been effected: (i) unless a registration statement with respect thereto has
become effective or (ii) if, after it has become effective, such registration is
interfered with by any stop order, injunction or other order or requirement of
the Securities and Exchange Commission (the “SEC”) or other governmental
agency or court of competent jurisdiction for any reason, other than by reason
of some act or omission by a holder of Registrable Securities.

    


    8.3           Piggy Back Registration
Rights.

    


    (a)           If
the Company, at any time on or before the fifth anniversary of the Base Date,
proposes to register any of its securities under the Securities Act (other than
in connection with a registration on Form S-8 or comparable forms used by
foreign private issuers or any successor forms) whether through a post-effective
amendment or new registration statement, and for its own account or for the
account of any holder or holders of its shares other than Registrable Securities
(any shares of such holder or holders (but not those of the Company and not
Registrable Securities) with respect to any registration are referred to herein
as, “Other Shares”), the
Company shall each such time give prompt (but not less than thirty (30) business
days prior to the anticipated filing thereof) written notice to the holders of
Registrable Securities of its intention to do so.  Upon the written
request of any such holder of Registrable Securities made within twenty (20)
days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by such holder), except as set
forth in Section 8.3(b), the Company will use its best efforts to effect the
registration under the Securities Act of all of the Registrable Securities which
the Company has been so requested to register by such holder, to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered, by inclusion of such Registrable Securities in the registration
statement which covers the securities which the Company proposes to register;
provided, however, that
if, at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason
in its sole discretion either to not register, to delay or to withdraw
registration of such securities, the Company may, at its election, give written
notice of such determination to such holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
its obligation to pay the Registration Expenses in connection therewith),
without prejudice, however, to the rights of the holders of Registrable
Securities entitled to request that such registration be effected as a
registration under Section 8.2, (ii) in the case of a determination to delay
registration, shall be permitted to delay registering any Registrable Securities
for the same period as the delay in registering such other securities (including
the Other Shares), without prejudice, however, to the rights of the holders of
Registrable Securities entitled to request that such registration be effected as
a registration under Section 8.2 and (iii) in the case of a determination to
withdraw registration, shall be permitted to withdraw registration, without
prejudice, however, to the rights of the holders of Registrable Securities
entitled to request that such registration be effected as a registration under
Section 8.2.  No registration effected under this Section 8.3 shall
relieve the Company of its obligation to effect any registration upon request
under Section 8.2, nor shall any such registration hereunder be deemed to have
been effected pursuant to Section 8.2.  The Company will pay all
Registration Expenses in connection with each registration of Registrable
Securities pursuant to this Section 8.3.


    
      
         


      

      
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    (b)           If
the Company at any time proposes to register any of its securities under the
Securities Act as contemplated by this Section 8.3 and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by a holder of Registrable Securities, use its best efforts to arrange
for such underwriters to include all the Registrable Securities to be offered
and sold by such holder among the securities to be distributed by such
underwriters, provided that if the managing underwriter of such underwritten
offering shall inform the Company by letter of its belief that inclusion in such
distribution of all or a specified number of such securities proposed to be
distributed by such underwriters would interfere with the successful marketing
of the securities being distributed by such underwriters (such letter to state
the basis of such belief and the approximate number of such Registrable
Securities, such Other Shares and shares held by the Company proposed so to be
registered which may be distributed without such effect), then the Company may,
upon written notice to such holder, the other holders of Registrable Securities,
and holders of such Other Shares, reduce pro rata in accordance with the number
of Shares desired to be included in such registration (if and to the extent
stated by such managing underwriter to be necessary to eliminate such effect)
the number of such Registrable Securities and Other Shares the registration of
which shall have been requested by each holder thereof so that the resulting
aggregate number of such Registrable Securities and Other Shares so included in
such registration, together with the number of securities to be included in such
registration for the account of the Company, shall be equal to the number of
shares stated in such managing underwriter’s letter.

    


    8.4           Registration
Procedures.  Whenever the holders of Registrable Securities
have properly requested that any Registrable Securities be registered pursuant
to the terms of this Warrant, the Company shall use its best efforts to effect
the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof, and pursuant thereto the Company
shall as expeditiously as possible:

    


    (a)           prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective;


    
      
         


      

      
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    (b)           notify
such holders of the effectiveness of each registration statement filed hereunder
and prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to (i) keep such registration statement effective and the prospectus
included therein usable for a period commencing on the date that such
registration statement is initially declared effective by the SEC and ending on
the date when all Registrable Securities covered by such registration statement
have been sold pursuant to the registration statement or cease to be Registrable
Securities, and (ii) comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration
statement;

    


    (c)           furnish
to such holders such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus) and such other documents as
such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such holders;

    


    (d)           use
its best efforts to register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions as such holders
reasonably request and do any and all other acts and things which may be
reasonably necessary or advisable to enable such holders to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
holders; provided,
however, that the Company shall not be required to: (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph; (ii) subject itself to taxation in any such
jurisdiction; or (iii) consent to general service of process in any such
jurisdiction;

    


    (e)           notify
such holders, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any material fact necessary to make the
statements therein, in light of the circumstances in which they are made, not
materially misleading, and, at the reasonable request of such holders, the
Company shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances in which they are made, not materially
misleading;

    


    (f)         
  provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration
statement;

    


    (g)           make
available for inspection by any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any such underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, directors, managers, employees and independent accountants
to supply all information reasonably requested by any such underwriter,
attorney, accountant or agent in connection with such registration
statement;


    
      
         


      

      
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    (h)           otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement of the Company, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and, at the
option of the Company, Rule 158 thereunder;

    


    (i)        
   in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any Registrable Securities included in such registration statement for sale in
any jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order;

    


    (j)    
       use its best efforts to cause any
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the sellers thereof to consummate the disposition of such
Registrable Securities; and

    


    (k)           if
the offering is underwritten, use its best efforts to furnish on the date that
Registrable Securities are delivered to the underwriters for sale pursuant to
such registration, an opinion dated such date of counsel representing the
Company for the purposes of such registration, addressed to the underwriters
covering such issues as are reasonably required by such
underwriters.

    


    8.5           Listing.  The
Company shall secure the listing of the Shares underlying this Warrant upon each
national securities exchange or automated quotation system upon which Shares are
then listed (subject to official notice of issuance) and shall maintain such
listing of Shares.  The Company shall at all times comply in all
material respects with the Company’s reporting, filing and other obligations
under the by-laws or rules of the Nasdaq Capital Market (or such other national
securities exchange or market on which the Shares may then be listed, as
applicable).

    


    8.6           Expenses.  For
purposes of this Warrant, the term “Registration Expenses” means:
(a) all registration, filing and FINRA fees, (b) all reasonable fees and
expenses of complying with securities or blue sky laws, (c) all word processing,
duplicating and printing expenses, (d) the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses of
any special audits or “cold comfort” letters required by or incident to such
performance and compliance, (e) premiums and other costs of policies of
insurance (if any) against liabilities arising out of the public offering of the
Registrable Securities being registered if the Company desires such insurance,
if any, and (f) fees and disbursements of one counsel for the selling holders of
Registrable Securities.  Registration Expenses shall not include any
underwriting discounts and commissions which may be incurred in the sale of any
Registrable Securities and transfer taxes of the selling holders of Registrable
Securities.


    
      
         


      

      
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    8.7           Restrictions.  The
Company shall not be obligated to effect a registration pursuant to Section 8.2
during the period beginning on the date sixty (60) days prior to the Company’s
good faith estimate of the date of filing of, and ending on a date one hundred
twenty (120) days after the effective date of, a Company-initiated registration
(other than a registration pursuant to Form S-8), provided that: (i) if the
holder of Registrable Securities elects to have all or some of its Registrable
Securities included in the registration pursuant to Section 8.3 hereof, such
Registrable Securities are included in the Company-initiated registration
statement to the extent required thereunder and (ii) the Company is actively
employing in best efforts to cause such registration to become
effective.

     

    8.8           Information Provided by
Holders.  Any holder of Registrable Securities included in any
registration shall furnish to the Company such information as the Company may
reasonably request in writing to enable the Company to comply with the
provisions hereof in connection with any registration referred to in this
Warrant.  In the event that a holder of Registrable Securities fails
to provide such information on a timely basis, and in any event within seven (7)
Business Days of the Company’s written request, then the Company shall be
entitled to exclude the Registrable Securities of such holder from such
registration and the Company shall nevertheless be deemed to have satisfied its
obligations hereunder with respect to such registration.

    


    9.           Restrictions on
Transfer. During the six months following the Base Date, this Warrant
shall not be transferred, sold, assigned, or hypothecated, or be the subject of
any hedging, short sale, derivative, put, or call transaction that would result
in its effective economic disposition by Holder except (i) to officers and/or
partners of the Representatives and members of the underwriting
syndicate; (ii) by will, or (iii) by operation of
law.  Notwithstanding any other provisions of this Section 9, this
Warrant or the Warrant Shares may only be transferred or assigned to the persons
permitted under FINRA Rule 5110(g)(2) for the 180 days following the Base
Date.

    


    10.         Ownership, Transfer and
Substitution of Warrant.

    


    10.1         Ownership of
Warrant.  The Company may treat any Person in whose name this
Warrant is registered in the Warrant Register maintained pursuant to Section
10.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding
any notice to the contrary, except that, if and when any Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the
bearer thereof as the owner of such Warrant for all purposes, notwithstanding
any notice to the contrary.  Subject to Sections 9 and 10 hereof, this
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.

    


    10.2         Office; Exchange of
Warrant.

    


    (a)           The
Company will maintain its principal office at the location identified in the
prospectus relating to the Offering or at such other offices as set forth in the
Company’s most current filing (as of the date notice is to be given) under the
Exchange Act or as the Company otherwise notifies the
Holder.



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b)           The
Company shall cause to be kept at its office maintained pursuant to Section
10.2(a) hereof a Warrant Register for the registration and transfer of the
Warrant.  The name and address of the holder of the Warrant, the
transfers thereof and the name and address of the transferee of the Warrant
shall be registered in such Warrant Register.  The Person in whose
name the Warrant shall be so registered shall be deemed and treated as the owner
and holder thereof for all purposes of this Warrant, and the Company shall not
be affected by any notice or knowledge to the contrary.

    


    (c)           Upon
the surrender of this Warrant, properly endorsed, for registration of transfer
or for exchange at the office of the Company maintained pursuant to Section
10.2(a) hereof, the Company at its expense will (subject to compliance with
Section 9 hereof, if applicable) execute and deliver to or upon the order of the
Holder thereof a new Warrant of like tenor, in the name of such holder or as
such holder (upon payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face thereof for the number of Shares
called for on the face of the Warrant so surrendered (after giving effect to any
previous adjustment(s) to the number of Warrant Shares).

    


    10.3         Replacement of
Warrant.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, upon
delivery of indemnity reasonably satisfactory to the Company in form and amount
or, in the case of any mutilation, upon surrender of this Warrant for
cancellation at the office of the Company maintained pursuant to Section 10.2(a)
hereof, the Company, at its expense, will execute and deliver, in lieu thereof,
a new Warrant of like tenor and dated the date hereof.

    


    11.         No Rights or Liabilities as
Stockholder.  No Holder shall be entitled to vote or receive
dividends or be deemed the holder of any Shares or any other securities of the
Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of shares,
reclassification of shares, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been
exercised and the Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein.  The Holder will not be entitled to
share in the assets of the Company in the event of a liquidation, dissolution or
the winding up of the Company.

    


    12.         Notices.  Any
notice or other communication in connection with this Warrant shall be given in
writing and directed to the parties hereto as follows: (a) if to the Holder, c/o
[Adress]; or (b) if to
the Company, to the attention of its Chief Executive Officer at its office
maintained pursuant to Section 10.2(a) hereof; provided, that the exercise
of the Warrant shall also be effected in the manner provided in Section 3
hereof.  Notices shall be deemed properly delivered and received when
delivered to the notice party (i) if personally delivered, upon receipt or
refusal to accept delivery, (ii) if sent via facsimile, upon mechanical
confirmation of successful transmission thereof generated by the sending
telecopy machine, (iii) if sent by a commercial overnight courier for delivery
on the next Business Day, on the first Business Day after deposit with such
courier service, or (iv) if sent by registered or certified mail, five (5)
Business Days after deposit thereof in the U.S. mail.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    13.         Payment of
Taxes.  The Company will pay all documentary stamp taxes
attributable to the issuance of Shares underlying this Warrant upon exercise of
this Warrant; provided,
however, that the Company shall not be required to pay any tax which may
be payable in respect of any transfer involved in the transfer or registration
of this Warrant or any certificate for Shares underlying this Warrant in a name
other that of the Holder.  The Holder is responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or
receiving Shares underlying this Warrant upon exercise hereof.

    


    14.         Miscellaneous.  This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought. This Warrant shall be
construed and enforced in accordance with and governed by the laws of the State
of New York. The section headings in this Warrant are for purposes of
convenience only and shall not constitute a part hereof.


     


    [Signature
Page Follows]


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed as of the date first above
written.


    


    
      
        	
                ZHENG
      HUI INDUSTRY CORPORATION

              
	 
      
	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    [Signature
Page to Representatives’ Warrant]



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    EXHIBIT
A

    FORM
OF EXERCISE NOTICE

    [To be
executed only upon exercise of Warrant]

     


    To Zheng
Hui Industry Corporation:

     


    The
undersigned registered holder of the within Warrant hereby irrevocably exercises
the Warrant pursuant to Section 3.1 of the Warrant with respect to __________
Warrant Shares, at an exercise price per share of $____, and requests that the
certificates for such Warrant Shares be issued, subject to Sections 9 and 10, in
the name of, and delivered to:

    


    
      
        
          	
                       

                
	
                       

                
	
                       

                
	
                       

                


        

      

    

    


    The
undersigned is hereby making payment for the Warrant Shares in the following
manner: _______________________ [describe desired payment method as provided for
in 3.1 of the Warrant].

    


    The
undersigned hereby represents and warrants that it is, and has been since its
acquisition of the Warrant, the record and beneficial owner of the
Warrant.

    


    Dated:
_______________

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                       

                                  
	
                                    Print
      or Type Name

                                  
	 
      
	 	
                                       

                                  
	
                                    (Signature
      must conform in all respects to name of holder as specified on the face of
      Warrant)

                                  
	 
      
	 	
                                       

                                  
	
                                    (Street
      Address)

                                  
	 
      
	 	
                                       

                                  
	
                                    (City)          
         (State)     (Zip
      Code)

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    FORM
OF ASSIGNMENT

    [To be
executed only upon transfer of Warrant]

    


    For value
received, the undersigned registered holder of the within Warrant hereby sells,
assigns and transfers unto _____________________ [include name and addresses]
the rights represented by the Warrant to purchase __________ Shares of Zheng Hui
Industry Corporation to which the Warrant relates, and appoints
_____________________ Attorney to make such transfer on the books of Zheng Hui
Industry Corporation maintained for the purpose, with full power of substitution
in the premises.


    


    
      
        
          
            	
                    Dated:

                  	
                        

                  
	 
      	
                    (Signature
      must conform in all respects

                  
	 
      	
                    to
      name of holder as specified on the

                  
	 
      	
                    face
      of Warrant)

                  
	 
      	 
      
	 
      	
                        

                  
	 
      	
                    (Street
      Address)

                  
	 
      	 
      
	 
      	
                        

                  
	 
      	
                    (City)     
         (State)     
         (Zip Code)

                  
	 
      	 
      
	
                    Signed
      in the presence of:

                  	 
      
	 
      	 
      
	 
      	
                        

                  
	 
      	
                    (Signature
      of Transferee)

                  
	 
      	 
      
	 
      	
                        

                  
	 
      	
                    (Street
      Address)

                  
	 
      	 
      
	 
      	
                        

                  
	 
      	
                    (City)     
         (State)      
        (Zip Code)

                  
	
                    Signed
      in the presence of: