Unassociated Document


    

      SECURITIES
        PURCHASE AGREEMENT

      


      This
        Securities Purchase Agreement (this “Agreement”)
        is
        dated as of September 28, 2007, among Zhongpin Inc., a Delaware corporation
        (collectively with its predecessors, the “Company”),
        and
        the investors listed on the Schedule of Buyers attached hereto as Annex
        A
        and
        identified on the signature pages hereto (each, an “Investor”
        and
        collectively, the “Investors”).

      


      WHEREAS,
        subject to the terms and conditions set forth in this Agreement and pursuant
        to
        Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated
        thereunder, the Company desires to issue and sell to each Investor, and each
        Investor, severally and not jointly, desires to purchase from the Company
        certain securities of the Company, as more fully described in this
        Agreement.

      


      NOW,
        THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
        and for other good and valuable consideration the receipt and adequacy of
        which
        are hereby acknowledged, the Company and the Investors agree as
        follows:

      


      ARTICLE
        1.

      DEFINITIONS

      


      1.1. Definitions.
        In
        addition to the terms defined elsewhere in this Agreement, for all purposes
        of
        this Agreement, the following terms shall have the meanings indicated in
        this
        Section 1.1:

      


      “Action”
        means
        any action, suit, inquiry, notice of violation, proceeding (including any
        partial proceeding such as a deposition) or investigation pending or threatened
        in writing against or affecting the Company, any Subsidiary of the Company
        or
        any of their respective properties before or by any court, arbitrator,
        governmental or administrative agency, regulatory authority (federal, state,
        county, local or foreign), stock market, stock exchange or trading
        facility.

      


      “Affiliate”
        means
        any Person that, directly or indirectly through one or more intermediaries,
        controls or is controlled by or is under common control with a Person, as
        such
        terms are used in and construed under Rule 144.

      


      “Business
        Day”
        means
        any day except Saturday, Sunday and any day which is a federal legal holiday
        or
        a day on which banking institutions in the State of New York or the PRC are
        authorized or required by law or other governmental action to
        close.

      


      “Buy-In”
has
        the
        meaning set forth in Section 4.1(c).

      


      “Closing”
        means
        the closing of the purchase and sale of the Shares pursuant to Article
        II.

      


      “Closing
        Date”
        means
        the Business Day on which all of the conditions set forth in Sections 2.2,
        5.1
        and 5.2 hereof are satisfied, or such other date as the parties may
        agree.

      


      “Commission”
        means
        the Securities and Exchange Commission.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Common
        Stock”
        means
        the common stock, par value $0.001 per share, of the Company and any securities
        into which such common stock may hereafter be reclassified.

       

      “Common
        Stock Equivalents”
        means
        any securities of the Company or any Subsidiary of the Company which entitle
        the
        holder thereof to acquire Common Stock at any time, including without
        limitation, any debt, preferred stock, rights, options, warrants or other
        instrument that is at any time convertible into or exchangeable for, or
        otherwise entitles the holder thereof to receive, Common Stock or other
        securities that entitle the holder to receive, directly or indirectly, Common
        Stock.

      


      “Company
        Counsel”
        means
        Pryor Cashman LLP.

      


      “Company
        Deliverables”
        has the
        meaning set forth in Section 2.2(a).

      


      “Disbursement
        Request”
        has
        the
        meaning set forth in Section 2.2(c).

      


      “Disclosure
        Materials”
        has the
        meaning set forth in Section 3.1(h).

      


      “Effective
        Date”
        means
        the date that a Registration Statement required by the Registration Rights
        Agreement is first declared effective by the Commission.

      


      “Evaluation
        Date”
        has the
        meaning set forth in Section 3.1(s).

      


      “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended.

      


      “GAAP”
        means
        U.S. generally accepted accounting principles.

      


      “Intellectual
        Property Rights”
        has the
        meaning set forth in Section 3.1(p).

      


      “Investment
        Amount”
        means,
        with respect to each Investor, the Investment Amount indicated on such
        Investor’s signature page to this Agreement.

      


      “Investor
        Deliverables”
        has the
        meaning set forth in Section 2.2(b).

      


      “Investor
        Party”
        has the
        meaning set forth in Section 4.7.

      


      “Lien”
        means
        any lien, charge, encumbrance, security interest, right of first refusal
        or
        other restrictions of any kind.

       

      “Losses”
        has the
        meaning set forth in Section 4.7.

      


      “Material
        Adverse Effect”
        means
        any of (i) a material and adverse effect on the legality, validity or
        enforceability of any Transaction Document, (ii) a material and adverse effect
        on the results of operations, assets, prospects, business or condition
        (financial or otherwise) of the Company and its Subsidiaries, taken as a
        whole,
        or (iii) an adverse impairment to the Company’s ability to perform on a timely
        basis its obligations under any Transaction Document.

      


      “Money
        Laundering Laws”
has
        the
        meaning set forth in Section 3.1(ff).

       

      
        
          
          

        

        
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      “New
        York Courts”
        means
        the state and federal courts sitting in the City of New York, Borough of
        Manhattan.

      


      “OFAC”
        has the
        meaning set forth in Section 3.1(ee).

      


      “Outside
        Date”
        means
        the thirtieth (30th)
        calendar day following the date of this Agreement; provided,
        that if
        such day should fall on a day that is not a Business Day, the Outside Date
        shall
        be deemed the next day that is a Business Day.

      


      "Per
        Share Purchase Price"
        equals
        $8.00.

      


      “Person”
        means an
        individual or corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or subdivision thereof) or other entity of any
        kind.

      


      “PRC”
means
        the People’s Republic of China, not including Taiwan, Hong Kong and
        Macau.

      


      “Proceeding”
        means an
        action, claim, suit, investigation or proceeding (including, without limitation,
        an investigation or partial proceeding, such as a deposition), whether commenced
        or threatened.

      


      “Registration
        Rights Agreement”
        means
        the Registration Rights Agreement, dated as of the date of this Agreement,
        among
        the Company and the Investors, in the form of Exhibit
        A
        hereto.

      


      “Registration
        Statement”
        means a
        registration statement meeting the requirements set forth in the Registration
        Rights Agreement and covering the resale by the Investors of the
        Shares.

      


      “Rule
        144”
        means
        Rule 144 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.

      


      “SEC
        Reports”
        has the
        meaning set forth in Section 3.1(h).

      


      “Securities
        Act”
        means
        the Securities Act of 1933, as amended.

      


      “Share
        Delivery Date”
has
        the
        meaning set forth in Section 4.1(c).

      


      “Shares”
        means
        the shares of Common Stock issued or issuable to the Investors pursuant to
        this
        Agreement.

      


      “Short
        Sales”
        include,
        without limitation, all “short sales” as defined in Rule 200 promulgated under
        Regulation SHO under the Exchange Act and all types of direct and indirect
        stock
        pledges, forward sale contracts, options, puts, calls, swaps and similar
        arrangements (including on a total return basis), and sales and other
        transactions through non-US broker dealers or foreign regulated
        brokers.

       

      
        
          
          

        

        
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      “Subsidiary”
        means
        any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X
        promulgated by the Commission under the Exchange Act.

      


      “Trading
        Day”
        means
        (i) a day on which the Common Stock is traded on a Trading Market (other
        than
        the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
        Market (other than the OTC Bulletin Board), a day on which the Common Stock
        is
        traded in the over-the-counter market, as reported by the OTC Bulletin Board,
        or
        (iii) if the Common Stock is not quoted on any Trading Market, a day on which
        the Common Stock is quoted in the over-the-counter market as reported by
        the
        Pink Sheets LLC (or any similar organization or agency succeeding to its
        functions of reporting prices); provided, that in the event that the Common
        Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof,
        then
        Trading Day shall mean a Business Day.

      


      “Trading
        Market”
        means
        whichever of the New York Stock Exchange, the American Stock Exchange, the
        NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
        Market
        or the OTC Bulletin Board on which the Common Stock is listed or quoted for
        trading on the date in question.

      


      “Transaction
        Documents”
        means
        this Agreement, the Registration Rights Agreement, and any other documents
        or
        agreements executed in connection with the transactions contemplated
        hereunder.

      


      ARTICLE
        2.

      PURCHASE
        AND SALE

      


      2.1. Closing.
        Subject
        to the terms and conditions set forth in this Agreement, at the Closing the
        Company shall issue and sell to each Investor, and each Investor shall,
        severally and not jointly, purchase from the Company, the Shares representing
        such Investor’s Investment Amount. The Closing shall take place at the offices
        of Bryan Cave LLP, 1290 Avenue of the Americas, New York, NY 10104 on the
        Closing Date or at such other location or time as the parties may
        agree.

      


      2.2. Closing
        Deliveries.
        i)
        At the
        Closing, the Company shall deliver or cause to be delivered to each Investor
        the
        following (the “Company
        Deliverables”):

      


      (i) a
        certificate evidencing a number of Shares equal to such Investor’s Investment
        Amount divided by the Per Share Purchase Price, registered in the name of
        such
        Investor;

      


      (ii) the
        legal
        opinion of Company Counsel, in agreed form, addressed to the
        Investors;

      


      (iii) the
        legal
        opinion of the Company’s law firm in the PRC (which
        PRC
        legal opinion shall address, among other things, the legality under PRC law
        of
        any reorganizations or legal structures owned by the Company in the PRC),
        in
        agreed form, addressed to the Investors; and

       

      
        
          
          

        

        
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      (iv) this
        Agreement and the Registration Rights Agreement, duly executed by the
        Company.

      


      (b) At
        the
        Closing, each Investor shall deliver or cause to be delivered to the Company,
        this Agreement and the Registration Rights Agreement, duly executed by such
        Investor (the “Investor
        Deliverables”).

      


      (c) Within
        one Business Day following the date of this Agreement, each Investor shall
        cause
        to be delivered to Company Counsel, as escrow agent, its Investment Amount,
        in
        United States dollars and in immediately available funds, by wire transfer
        to an
        account designated in writing by the Company for such purpose. Company Counsel,
        in its capacity as escrow agent under this Section 2.2(c), agrees that
promptly
        following its receipt (which may be by facsimile) of a disbursement request
        (the
“Disbursement
        Request”),
        substantially in the form attached hereto as Annex
        B,
        executed by all signatories thereto, it
        shall
        distribute all monies received in connection with this Section 2.2(c) solely
        in
        accordance with the flow of funds attached as Exhibit A to such Disbursement
        Request. Company
        Counsel, in its capacity as escrow agent under this Section 2.2(c), may
        conclusively rely on the disbursement instructions set forth in such
        Disbursement Request and shall not be liable for any actions taken by it
        in good
        faith in accordance with such Disbursement Request.
        If the
        Closing shall not have occurred prior to the one year anniversary of the
        date
        hereof or this Agreement is terminated prior to Closing in accordance with
        Section 6.5, Company Counsel, in its capacity as escrow agent under this
        Section
        2.2(c), shall return each Investor’s Investment Amount to such Investor by wire
        transfer to an account designated in writing by such Investor for such
        purpose.

      


      ARTICLE
        3.

      REPRESENTATIONS
        AND WARRANTIES

      


      3.1. Representations
        and Warranties of the Company.
        The
        Company hereby makes the following representations and warranties to each
        Investor:

      


      (a) Subsidiaries.
        Except
        as set forth in Schedule
        3.1(a),
        the
        Company has no direct or indirect Subsidiaries other than as specified in
        the
        SEC Reports. Except as disclosed in the SEC Reports, the Company owns, directly
        or indirectly, all of the capital stock of each Subsidiary free and clear
        of any
        and all Liens, and all the issued and outstanding shares of capital stock
        of
        each Subsidiary are validly issued and are fully paid, non-assessable and
        free
        of preemptive and similar rights.

      


      (b) Organization
        and Qualification.
        The
        Company and each Subsidiary of the Company are duly incorporated or otherwise
        organized, validly existing and in good standing under the laws of the
        jurisdiction of its incorporation or organization (as applicable), with the
        requisite power and authority to own and use its properties and assets and
        to
        carry on its business as currently conducted. Neither the Company nor any
        Subsidiary of the Company is in violation of any of the provisions of its
        respective certificate or articles of incorporation, bylaws or other
        organizational or charter documents. The Company and each Subsidiary of the
        Company is duly qualified to conduct its respective businesses and is in
        good
        standing as a foreign corporation or other entity in each jurisdiction in
        which
        the nature of the business conducted or property owned by it makes such
        qualification necessary, except where the failure to be so qualified or in
        good
        standing, as the case may be, could not, individually or in the aggregate,
        have
        or reasonably be expected to result in a Material Adverse Effect.

       

      
        
          
          

        

        
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      (c) Authorization;
        Enforcement.
        The
        Company has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated by each of the Transaction Documents
        and otherwise to carry out its obligations thereunder. The execution and
        delivery of each of the Transaction Documents by the Company and the
        consummation by it of the transactions contemplated thereby have been duly
        authorized by all necessary action on the part of the Company and no further
        action is required by the Company in connection therewith. Each Transaction
        Document has been (or upon delivery will have been) duly executed by the
        Company
        and, when delivered in accordance with the terms hereof, will constitute
        the
        valid and binding obligation of the Company enforceable against the Company
        in
        accordance with its terms, except as such enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
        or
        similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general
        application.

      


      (d) No
        Conflicts.
        The
        execution, delivery and performance of the Transaction Documents by the Company
        and the consummation by the Company of the transactions contemplated thereby
        do
        not and will not (i) conflict with or violate any provision of the Company’s or
        any Subsidiary of the Company’s certificate or articles of incorporation, bylaws
        or other organizational or charter documents, or (ii) conflict with, or
        constitute a default (or an event that with notice or lapse of time or both
        would become a default) under, or give to others any rights of termination,
        amendment, acceleration or cancellation (with or without notice, lapse of
        time
        or both) of, any agreement, credit facility, debt or other instrument
        (evidencing a Company or Subsidiary of the Company debt or otherwise) or
        other
        understanding to which the Company or any Subsidiary of the Company is a
        party
        or by which any property or asset of the Company or any Subsidiary of the
        Company is bound or affected, or (iii) result in a violation of any law,
        rule,
        regulation, order, judgment, injunction, decree or other restriction of any
        court or governmental authority to which the Company or a Subsidiary of the
        Company is subject (including federal and state securities laws and
        regulations), or by which any property or asset of the Company or a Subsidiary
        of the Company is bound or affected; except in the case of each of clauses
        (ii)
        and (iii), such as could not, individually or in the aggregate, have or
        reasonably be expected to result in a Material Adverse Effect.

      


      (e) Filings,
        Consents and Approvals.
        The
        Company is not required to obtain any consent, waiver, authorization or order
        of, give any notice to, or make any filing or registration with, any United
        States or PRC court or other federal, state, local or other governmental
        authority or other Person in connection with the execution, delivery and
        performance by the Company of the Transaction Documents, other than (i) the
        filing with the Commission of one or more Registration Statements in accordance
        with the requirements of the Registration Rights Agreement, (ii) filings
        required by state securities laws, (iii) the filing of a Notice of Sale of
        Securities on Form D with the Commission under Regulation D of the Securities
        Act, (iv) the filings required in accordance with Section 4.5 and (v) those
        that
        have been made or obtained prior to the date of this Agreement.

       

      
        
          
          

        

        
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      (f) Issuance
        of the Shares.
        The
        Shares have been duly authorized and, when issued and paid for in accordance
        with the Transaction Documents, will be duly and validly issued, fully paid
        and
        nonassessable, free and clear of all Liens. The Company has reserved from
        its
        duly authorized capital stock the shares of Common Stock issuable pursuant
        to
        this Agreement in order to issue the Shares.

      


      (g) Capitalization.
        The
        number of shares and type of all authorized, issued and outstanding capital
        stock of the Company, and all shares of Common Stock reserved for issuance
        under
        the Company’s various option and incentive plans, is specified in either the SEC
        Reports or Schedule
        3.1(g)
        attached
        hereto. All of the outstanding shares of the Common Stock and any other
        outstanding security of the Company have been duly and validly authorized
        and
        validly issued, fully paid and nonassessable and were issued in accordance
        with
        the registration or qualification provisions of the Securities Act, or pursuant
        to valid exemptions therefrom. Except as specified in the SEC Reports, no
        securities of the Company are entitled to preemptive or similar rights, and
        no
        Person has any right of first refusal, preemptive right, right of participation,
        or any similar right to participate in the transactions contemplated by the
        Transaction Documents. Except as specified in either the SEC Reports or
Schedule
        3.1(g)
        attached
        hereto, there are no outstanding options, warrants, scrip rights to subscribe
        to, calls or commitments of any character whatsoever relating to, or securities,
        rights or obligations convertible into or exchangeable for, or giving any
        Person
        any right to subscribe for or acquire, any shares of Common Stock, or contracts,
        commitments, understandings or arrangements by which the Company or any
        Subsidiary of the Company is or may become bound to issue additional shares
        of
        Common Stock, or securities or rights convertible or exchangeable into shares
        of
        Common Stock. The issue and sale of the Shares will not, immediately or with
        the
        passage of time, obligate the Company to issue shares of Common Stock or
        other
        securities to any Person (other than the Investors) and will not result in
        a
        right of any holder of Company securities to adjust the exercise, conversion,
        exchange or reset price under such securities.

      


      (h) SEC
        Reports; Financial Statements.
        The
        Company has filed all reports required to be filed by it under the Securities
        Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
        for the twelve months preceding the date hereof (or such shorter period as
        the
        Company was required by law to file such reports) (the foregoing materials
        being
        collectively referred to herein as the “SEC
        Reports”
        and,
        together with the Schedules to this Agreement (if any), the “Disclosure
        Materials”)
        on a
        timely basis or has timely filed a valid extension of such time of filing
        and
        has filed any such SEC Reports prior to the expiration of any such extension.
        As
        of their respective dates, the SEC Reports complied in all material respects
        with the applicable requirements of the Securities Act and the Exchange Act
        and
        the rules and regulations of the Commission promulgated thereunder, and none
        of
        the SEC Reports, when filed, contained any untrue statement of a material
        fact
        or omitted to state a material fact required to be stated therein or necessary
        in order to make the statements therein, in light of the circumstances under
        which they were made, not misleading. Other than as set forth on Schedule
        3.1(h),
        the
        composition of the Board of Directors of the Company is as set forth in the
        SEC
        Reports. The financial statements of the Company included in the SEC Reports
        comply in all material respects with applicable accounting requirements and
        the
        rules and regulations of the Commission with respect thereto as in effect
        at the
        time of filing. Such financial statements have been prepared in accordance
        with
        GAAP applied on a consistent basis during the periods involved, except as
        may be
        otherwise specified in such financial statements or the notes thereto, and
        fairly present in all material respects the financial position of the Company
        and its consolidated Subsidiaries as of and for the dates thereof and the
        results of operations and cash flows for the periods then ended, subject,
        in the
        case of unaudited statements, to normal, immaterial, year-end audit
        adjustments.

       

      
        
          
          

        

        
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      (i) Press
        Releases.
        The
        press releases disseminated by the Company during the twelve months preceding
        the date of this Agreement taken as a whole do not contain any untrue statement
        of a material fact.

       

      (j) Material
        Changes.
        Since
        the date of the latest audited financial statements included within the SEC
        Reports, except as specifically disclosed in the SEC Reports, (i) there has
        been
        no event, occurrence or development that has had or that could reasonably
        be
        expected to result in a Material Adverse Effect, (ii) the Company has not
        incurred any liabilities (contingent or otherwise) other than (A) trade
        payables, accrued expenses and other liabilities incurred in the ordinary
        course
        of business consistent with past practice, (B) liabilities not required to
        be
        reflected in the Company’s financial statements pursuant to GAAP or required to
        be disclosed in filings made with the Commission and (C) borrowings under
        the
        Company’s credit facilities described in the SEC Reports, (iii) the Company has
        not altered its method of accounting or the identity of its auditors, (iv)
        the
        Company has not declared or made any dividend or distribution of cash or
        other
        property to its stockholders or purchased, redeemed or made any agreements
        to
        purchase or redeem any shares of its capital stock, and (v) the Company has
        not
        issued any equity securities to any officer, director or Affiliate, except
        pursuant to existing Company stock option plans. The Company does not have
        pending before the Commission any request for confidential treatment of
        information.

      


      (k) Litigation.
        There
        is no Action which (i) adversely affects or challenges the legality, validity
        or
        enforceability of any of the Transaction Documents or the Shares or (ii)
        except
        as specifically disclosed in the SEC Reports, could, if there were an
        unfavorable decision, individually or in the aggregate, have or reasonably
        be
        expected to result in a Material Adverse Effect. Neither the Company nor
        any
        Subsidiary of the Company, nor any director or officer thereof (in his or
        her
        capacity as such), is or has been the subject of any Action involving a claim
        of
        violation of or liability under federal or state securities laws or a claim
        of
        breach of fiduciary duty, except as specifically disclosed in the SEC Reports.
        There has not been, and to the knowledge of the Company, there is not pending
        any investigation by the Commission involving the Company or any current
        or
        former director or officer of the Company (in his or her capacity as such).
        The
        Commission has not issued any stop order or other order suspending the
        effectiveness of any registration statement filed by the Company or any
        Subsidiary of the Company under the Exchange Act or the Securities
        Act.

      


      (l) Labor
        Relations; Employees.
        Except
        as
        described in the SEC Reports or as could not reasonably be expected to have
        a
        Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries
        is
        engaged in any unfair labor practice, (ii) there is no strike, labor dispute,
        slowdown or stoppage pending or, to the knowledge of the Company, threatened
        against the Company or any of its Subsidiaries, and (iii) neither the Company
        nor any of its Subsidiaries is a party to any collective bargaining agreement
        or
        contract. Except
        as
        set forth on Schedule
        3.1(l)
        hereto
        or disclosed in the SEC Reports, neither the Company nor any Subsidiary has
        any
        employment contract, agreement regarding proprietary information,
        non-competition agreement, non-solicitation agreement, confidentiality
        agreement, or any other similar contract or restrictive covenant, relating
        to
        the right of any officer, employee or consultant to be employed or engaged
        by
        the Company or such Subsidiary required to be disclosed in the SEC Reports
        that
        is not so disclosed. 

       

      
        
          
          

        

        
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      (m) Compliance.
        Neither
        the Company nor any Subsidiary of the Company (i) is in default under or
        in
        violation of (and no event has occurred that has not been waived that, with
        notice or lapse of time or both, would result in a default by the Company
        or any
        Subsidiary of the Company under), nor has the Company or any Subsidiary of
        the
        Company received notice of a claim that it is in default under or that it
        is in
        violation of, any indenture, loan or credit agreement or any other agreement
        or
        instrument to which it is a party or by which it or any of its properties
        is
        bound (whether or not such default or violation has been waived), (ii) is
        in
        violation of any order of any court, arbitrator or governmental body, or
        (iii)
        is or has been in violation of any statute, rule or regulation of any
        governmental authority, including without limitation all foreign, federal,
        state
        and local laws relating to taxes, environmental protection, occupational
        health
        and safety, product quality and safety and employment and labor matters,
        except
        in each case as could not, individually or in the aggregate, have or reasonably
        be expected to result in a Material Adverse Effect. The Company is in compliance
        with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended,
        and the rules and regulations thereunder, that are applicable to it and with
        respect to which the Company is on the date hereof required to be in compliance,
        except where such noncompliance could not have or reasonably be expected
        to
        result in a Material Adverse Effect.

      


      (n) Regulatory
        Permits.
        The
        Company and its Subsidiaries possess all certificates, authorizations and
        permits issued by the appropriate federal, state, local or foreign regulatory
        authorities necessary to conduct their respective businesses as described
        in the
        SEC Reports, except where the failure to possess such permits could not,
        individually or in the aggregate, have or reasonably be expected to result
        in a
        Material Adverse Effect, and neither the Company nor any Subsidiary of the
        Company has received any notice of proceedings relating to the revocation
        or
        modification of any such permits.

      


      (o) Title
        to Assets.
        Except
        as disclosed in the SEC Reports, the Company and its Subsidiaries have good
        and
        marketable title in fee simple to all real property owned by them that is
        material to their respective businesses and good and marketable title in
        all
        personal property owned by them that is material to their respective businesses,
        in each case free and clear of all Liens, except for Liens as do not materially
        affect the value of such property and do not materially interfere with the
        use
        made and proposed to be made of such property by the Company and its
        Subsidiaries. Any real property and facilities held under lease by the Company
        and its Subsidiaries are held by them under valid, subsisting and enforceable
        leases of which the Company and its Subsidiaries are in compliance, except
        as
        could not, individually or in the aggregate, have or reasonably be expected
        to
        result in a Material Adverse Effect.

      


      (p) Patents
        and Trademarks.
        The
        Company and its Subsidiaries have, or have rights to use, all patents, patent
        applications, trademarks, trademark applications, service marks, trade names,
        copyrights, licenses and other similar rights that are necessary or material
        for
        use in connection with their respective businesses as described in the SEC
        Reports and which the failure to so have could, individually or in the
        aggregate, have or reasonably be expected to result in a Material Adverse
        Effect
        (collectively, the “Intellectual
        Property Rights”).
        Neither the Company nor any Subsidiary of the Company has received a written
        notice that the Intellectual Property Rights used by the Company or any
        Subsidiary of the Company violates or infringes upon the rights of any Person.
        Except as set forth in the SEC Reports, to the knowledge of the Company,
        all
        such Intellectual Property Rights are enforceable and there is no existing
        infringement by another Person of any of the Intellectual Property
        Rights.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (q) Insurance.
        The
        Company and its Subsidiaries are insured by insurers of recognized financial
        responsibility against such losses and risks and in such amounts as are prudent
        and customary in the PRC for the businesses in which the Company and its
        Subsidiaries are engaged. The Company has no reason to believe that it will
        not
        be able to renew its and its Subsidiaries’ existing insurance coverage as and
        when such coverage expires or to obtain similar coverage from similar insurers
        as may be necessary to continue its business on terms consistent with market
        for
        the Company’s and such Subsidiaries’ respective lines of business.

      


      (r) Transactions
        With Affiliates and Employees.
        Except
        as set forth in the SEC Reports, none of the officers or directors of the
        Company and, to the knowledge of the Company, none of the employees of the
        Company is presently a party to any transaction with the Company or any
        Subsidiary of the Company (other than for services as employees, officers
        and
        directors), including any contract, agreement or other arrangement providing
        for
        the furnishing of services to or by, providing for rental of real or personal
        property to or from, or otherwise requiring payments to or from any officer,
        director or such employee or, to the knowledge of the Company, any entity
        in
        which any officer, director, or any such employee has a substantial interest
        or
        is an officer, director, trustee or partner.

      


      (s) Books
        and Records; Internal Accounting Controls.
        The
        records and documents of the Company accurately reflect in all material respects
        the information relating to the business of the Company. The Company and
        its
        Subsidiaries maintain a system of internal accounting controls sufficient
        to
        provide reasonable assurance that (i) transactions are executed in accordance
        with management’s general or specific authorizations, (ii) transactions are
        recorded as necessary to permit preparation of financial statements in
        conformity with GAAP and to maintain asset accountability, (iii) access to
        assets is permitted only in accordance with management’s general or specific
        authorization, and (iv) the recorded accountability for assets is compared
        with
        the existing assets at reasonable intervals and appropriate action is taken
        with
        respect to any differences. The Company has established disclosure controls
        and
        procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
        the
        Company and designed such disclosure controls and procedures to ensure that
        material information relating to the Company, including its Subsidiaries,
        is
        made known to the certifying officers by others within those entities,
        particularly during the period in which the Company’s Form 10-K or 10-Q, as the
        case may be, is being prepared. The Company’s certifying officers have evaluated
        the effectiveness of the Company’s controls and procedures in accordance with
        Item 307 of Regulation S-K under the Exchange Act for the Company’s most
        recently ended fiscal quarter or fiscal year-end (such date, the “Evaluation
        Date”).
        The
        Company presented in its most recently filed Form 10-K or Form 10-Q the
        conclusions of the certifying officers about the effectiveness of the disclosure
        controls and procedures based on their evaluations as of the Evaluation Date.
        Since the Evaluation Date, there have been no significant changes in the
        Company’s internal controls (as such term is defined in Item 308(c) of
        Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other
        factors that could significantly affect the Company’s internal
        controls.

       

      
        
          
          

        

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

      


      (u) Certain
        Fees.
        Except
        as described in Schedule
        3.1(u),
        no
        brokerage or finder’s fees or commissions are or will be payable by the Company
        to any broker, financial advisor or consultant, finder, placement agent,
        investment banker, bank or other Person with respect to the transactions
        contemplated by this Agreement. The Investors shall have no obligation with
        respect to any fees or with respect to any claims (other than such fees or
        commissions owed by an Investor pursuant to written agreements executed by
        such
        Investor which fees or commissions shall be the sole responsibility of such
        Investor) made by or on behalf of other Persons for fees of a type contemplated
        in this Section that may be due in connection with the transactions contemplated
        by this Agreement.

      


      (v) Certain
        Registration Matters.
        Assuming the accuracy of the Investors’ representations and warranties set forth
        in Section 3.2(b)-(e), no registration under the Securities Act is required
        for
        the offer and sale of the Shares by the Company to the Investors under the
        Transaction Documents. The Company is eligible to register its Common Stock
        for
        resale by the Investors under Form S-1 promulgated under the Securities Act.
        Except as set forth on Schedule
        3.1(v)
        attached
        hereto, the Company has not granted or agreed to grant to any Person any
        rights
        (including “piggy-back” registration rights) to have any securities of the
        Company registered with the Commission or any other governmental authority
        that
        have not been satisfied.

      


      (w) Securities
        Act of 1933.
        Subject
        to the accuracy and completeness of the representations and warranties of
        the
        Investors contained in Section 3.2 hereof, the Company has complied with
        all
        applicable federal and state securities laws in connection with the offer,
        issuance and sale of the Shares hereunder. Neither the Company nor anyone
        acting
        on its behalf, directly or indirectly, has or will sell, offer to sell or
        solicit offers to buy any of the Shares or similar securities to, or solicit
        offers with respect thereto from, or enter into any negotiations relating
        thereto with, any person, or has taken or will take any action so as to bring
        the issuance and sale of any of the Shares under the registration provisions
        of
        the Securities Act and applicable state securities laws, and neither the
        Company
        nor any of its Affiliates, nor any person acting on its or their behalf,
        has
        engaged in any form of general solicitation or general advertising (within
        the
        meaning of Regulation D under the Securities Act) in connection with the
        offer
        or sale of any of the Shares. The Company does not have any registration
        statement pending before the Commission or currently under the Commission’s
        review that has not been declared effective.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (x) Listing
        and Maintenance Requirements.
        Except
        as specified in the SEC Reports, the Company has not, in the two years preceding
        the date hereof, received notice from any Trading Market to the effect that
        the
        Company is not in compliance with the listing or maintenance requirements
        thereof. The Company is, and has no reason to believe that it will not in
        the
        foreseeable future continue to be, in compliance with the listing and
        maintenance requirements for continued listing of the Common Stock on the
        Trading Market on which the Common Stock is currently listed or quoted. The
        issuance and sale of the Shares under the Transaction Documents does not
        contravene the rules and regulations of the Trading Market on which the Common
        Stock is currently listed or quoted, and no approval of the shareholders
        of the
        Company thereunder is required for the Company to issue and deliver to the
        Investors the Shares contemplated by Transaction Documents.

      


      (y) Investment
        Company.
        The
        Company is not, and is not an Affiliate of, and immediately following the
        Closing will not have become, an “investment company” within the meaning of the
        Investment Company Act of 1940, as amended.

      


      (z) Application
        of Takeover Protections.
        The
        Company has taken all necessary action, if any, in order to render inapplicable
        any control share acquisition, business combination, poison pill (including
        any
        distribution under a rights agreement) or other similar anti-takeover provision
        under the Company’s Certificate of Incorporation (or similar charter documents)
        or the laws of its state of incorporation that is or could become applicable
        to
        the Investors as a result of the Investors and the Company fulfilling their
        obligations or exercising their rights under the Transaction Documents,
        including without limitation the Company’s issuance of the Shares and the
        Investors’ ownership of the Shares.

      


      (aa) No
        Additional Agreements.
        The
        Company does not have any agreement or understanding with any Investor with
        respect to the transactions contemplated by the Transaction Documents other
        than
        as specified in the Transaction Documents.

      


      (bb) Consultation
        with Auditors.
        The
        Company has consulted its independent auditors concerning the accounting
        treatment of the transactions contemplated by the Transaction Documents,
        and in
        connection therewith has furnished such auditors complete copies of the
        Transaction Documents.

      


      (cc) Foreign
        Corrupt Practices Act.
        Neither
        the Company nor any Subsidiary of the Company, nor to the knowledge of the
        Company, any agent or other person acting on behalf of any of the Company
        or any
        Subsidiary of the Company, has, directly or indirectly, (i) used any funds,
        or
        will use any proceeds from the sale of the Shares, for unlawful contributions,
        gifts, entertainment or other unlawful expenses related to foreign or domestic
        political activity, (ii) made any unlawful payment to foreign or domestic
        government officials or employees or to any foreign or domestic political
        parties or campaigns from corporate funds, (iii) failed to disclose fully
        any
        contribution made by the Company or any Subsidiary of the Company (or made
        by
        any Person acting on their behalf of which the Company is aware) which is
        in
        violation of law, or (iv) has violated in any material respect any provision
        of
        the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
        regulations thereunder.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (dd) PFIC.
        Neither
        the Company nor any Subsidiary of the Company is or intends to become a “passive
        foreign investment company” within the meaning of Section 1297 of the U.S.
        Internal Revenue Code of 1986, as amended.

      


      (ee) OFAC.
        Neither
        the Company nor any Subsidiary of the Company nor, to the knowledge of the
        Company, any director, officer, agent, employee, Affiliate or Person acting
        on
        behalf of the Company or any Subsidiary of the Company is currently subject
        to
        any U.S. sanctions administered by the Office of Foreign Assets Control of
        the
        U.S. Treasury Department (“OFAC”);
        and
        the Company will not directly or indirectly use the proceeds of the sale
        of the
        Shares, or lend, contribute or otherwise make available such proceeds to
        any
        Subsidiary of the Company, joint venture partner or other Person or entity,
        towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any
        other country sanctioned by OFAC or for the purpose of financing the activities
        of any Person currently subject to any U.S. sanctions administered by
        OFAC.

      


      (ff) Money
        Laundering Laws.
        The
        operations of each of the Company and any Subsidiary of the Company are and
        have
        been conducted at all times in compliance with the money laundering statutes
        of
        applicable jurisdictions, the rules and regulations thereunder and any related
        or similar rules, regulations or guidelines, issued, administered or enforced
        by
        any applicable governmental agency (collectively, the “Money
        Laundering Laws”)
        and no
        action, suit or proceeding by or before any court or governmental agency,
        authority or body or any arbitrator involving the Company and/or any Subsidiary
        of the Company with respect to the Money Laundering Laws is pending or, to
        the
        best knowledge of the Company, threatened.

      


      (gg) Additional
        PRC Representations and Warranties.
        

      


      (i) All
        material consents, approvals, authorizations or licenses requisite under
        PRC law
        for the due and proper establishment and operation of the Company
        and its Subsidiaries
        have
        been duly obtained from the relevant PRC governmental authorities and are
        in
        full force and effect.

      


      (ii) All
        filings and registrations with the PRC governmental authorities required
        in
        respect of the Company and its Subsidiaries and their operations, including,
        without limitation, the registration with the Ministry of Commerce, the State
        Administration of Industry and Commerce, the State Administration for Foreign
        Exchange, tax bureau and customs authorities have been duly completed in
        accordance with the relevant PRC rules and regulations, except where, the
        failure to complete such filings and registrations does not, and would not,
        individually or in the aggregate, have a Material Adverse Effect.

      


      (iii) The
        Company and its Subsidiaries have complied with all relevant PRC laws and
        regulations regarding the contribution and payment of its registered share
        capital, the payment schedule of which has been approved by the relevant
        PRC
        governmental authorities. Except as disclosed in Section 3.1(g), there are
        no
        outstanding rights of, or commitments made by the Company or any Subsidiary
        of
        the Company to sell any of their respective equity interests.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (iv) Neither
        the Company nor any Subsidiary of the Company is in receipt of any letter
        or
        notice from any relevant PRC governmental authority notifying it of the
        revocation, or otherwise questioning the validity, of any licenses or
        qualifications issued to it or any subsidy granted to it by any PRC governmental
        authority for non-compliance with the terms thereof or with applicable PRC
        laws,
        or the need for compliance or remedial actions in respect of the activities
        carried out by the Company or such Subsidiary, except such revocation as
        does
        not, and would not, individually or in the aggregate, have a Material Adverse
        Effect.

      


      (v) The
        Company and its Subsidiaries have conducted their respective business activities
        within their permitted scope of business or have otherwise operated their
        respective businesses in compliance with all relevant legal requirements
        and
        with all requisite licenses and approvals granted by competent PRC governmental
        authorities other than such non-compliance that do not, and would not,
        individually or in the aggregate, have a Material Adverse Effect. As to
        licenses, approvals and government grants and concessions requisite or material
        for the conduct of any part of the Company or any such Subsidiaries’ business
        which is subject to periodic renewal, neither the Company nor such Subsidiary
        has any knowledge of any grounds on which such requisite renewals will not
        be
        granted by the relevant PRC governmental authorities.

      


      (vi) With
        regard to employment and staff or labor, the Company and its Subsidiaries
        have
        complied with all applicable PRC laws and regulations in all material respects,
        including without limitation, laws and regulations pertaining to welfare
        funds,
        social benefits, medical benefits, insurance, retirement benefits, pensions
        or
        the like, other than such non-compliance that do not, and would not,
        individually or in the aggregate, have a Material Adverse Effect.

      


      (hh) Accountants.
        There
        are no disagreements which are required to be disclosed in the SEC Reports
        which
        have not been disclosed in the SEC Reports between the independent auditors
        of
        the Company and the Company.

      


      (ii) Disclosure.
        The
        Company confirms that neither it nor any Person acting on its behalf has
        provided any Investor or its respective agents or counsel with any information
        that the Company believes constitutes material, non-public information except
        (i) insofar as the existence and terms of the proposed transactions hereunder
        may constitute such information and/or (ii) an Investor has knowingly accepted
        such information and consented to such receipt in writing. The Company
        understands and confirms that the Investors will rely on the foregoing
        representations and covenants in effecting transactions in securities of
        the
        Company. All disclosure provided to the Investors regarding the Company,
        its
        business and the transactions contemplated hereby, furnished by or on behalf
        of
        the Company (including the Company’s representations and warranties set forth in
        this Agreement) are true and correct and do not contain any untrue statement
        of
        a material fact or omit to state any material fact necessary in order to
        make
        the statements made therein, in light of the circumstances under which they
        were
        made, not misleading.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      3.2. Representations
        and Warranties of the Investors.
        Each
        Investor hereby, for itself and for no other Investor, represents and warrants
        to the Company as follows:

      


      (a) Organization;
        Authority.
        Such
        Investor is an entity duly organized, validly existing and in good standing
        under the laws of the jurisdiction of its organization with the requisite
        corporate or partnership power and authority to enter into and to consummate
        the
        transactions contemplated by the applicable Transaction Documents and otherwise
        to carry out its obligations thereunder. The execution, delivery and performance
        by such Investor of the transactions contemplated by this Agreement has been
        duly authorized by all necessary corporate or, if such Investor is not a
        corporation, such partnership, limited liability company or other applicable
        like action, on the part of such Investor. Each of this Agreement and the
        Registration Rights Agreement has been duly executed by such Investor, and
        when
        delivered by such Investor in accordance with the terms hereof, will constitute
        the valid and legally binding obligation of such Investor, enforceable against
        it in accordance with its terms, except as such enforceability may be limited
        by
        applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
        or
        similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general
        application.

      


      (b) Investment
        Intent.
        Such
        Investor is acquiring the Shares as principal for its own account for investment
        purposes only and not with a view to or for distributing or reselling such
        Shares or any part thereof, without prejudice, however, to such Investor’s right
        at all times to sell or otherwise dispose of all or any part of such Shares
        in
        compliance with applicable federal and state securities laws. Subject to
        the
        immediately preceding sentence, nothing contained herein shall be deemed
        a
        representation or warranty by such Investor to hold the Shares for any period
        of
        time. Such Investor is acquiring the Shares hereunder in the ordinary course
        of
        its business. Such Investor does not have any agreement or understanding,
        directly or indirectly, with any Person to distribute any of the
        Shares.

      


      (c) Investor
        Status.
        At the
        time such Investor was offered the Shares, it was, and at the date hereof
        it is,
        an “accredited investor” as defined in Rule 501(a) under the Securities Act.
        Such Investor is not a registered broker-dealer under Section 15 of the Exchange
        Act.

      


      (d) General
        Solicitation.
        Such
        Investor is not purchasing the Shares as a result of any advertisement, article,
        notice or other communication regarding the Shares published in any newspaper,
        magazine or similar media or broadcast over television or radio or presented
        at
        any seminar or any other general solicitation or general
        advertisement.

      


      (e) Access
        to Information.
        Such
        Investor acknowledges that it has reviewed the Disclosure Materials and has
        been
        afforded (i) the opportunity to ask such questions as it has deemed necessary
        of, and to receive answers from, representatives of the Company concerning
        the
        terms and conditions of the offering of the Shares and the merits and risks
        of
        investing in the Shares; (ii) access to information about the Company and
        the
        Subsidiaries of the Company and their respective financial condition, results
        of
        operations, business, properties, management and prospects sufficient to
        enable
        it to evaluate its investment; and (iii) the opportunity to obtain such
        additional information that the Company possesses or can acquire without
        unreasonable effort or expense that is necessary to make an informed investment
        decision with respect to the investment. Neither such inquiries nor any other
        investigation conducted by or on behalf of such Investor or its representatives
        or counsel shall modify, amend or affect such Investor’s right to rely on the
        truth, accuracy and completeness of the Disclosure Materials and the Company’s
        representations and warranties contained in the Transaction
        Documents.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (f) Certain
        Trading Activities.
        Such
        Investor has not directly or indirectly, nor has any Person acting on behalf
        of
        or pursuant to any understanding with such Investor, engaged in any transactions
        in the securities of the Company (including, without limitations, any Short
        Sales involving the Company’s securities) since the earlier to occur of (1) the
        time that such Investor was first contacted by the Company, TerraNova
        Capital Partners, Inc.
        or Roth
        Capital Partners, LLC regarding an investment in the Company and (2) the
        30th
        day
        prior to the date of this Agreement. Such Investor covenants that neither
        it nor
        any Person acting on its behalf or pursuant to any understanding with it
        will
        engage in any transactions in the securities of the Company (including Short
        Sales) prior to the time that the transactions contemplated by this Agreement
        are publicly disclosed.

      


      (g) Independent
        Investment Decision.
        Such
        Investor has independently evaluated the merits of its decision to purchase
        Shares pursuant to the Transaction Documents, and such Investor confirms
        that it
        has not relied on the advice of any other Investor’s business and/or legal
        counsel in making such decision. Such Investor has not relied on the business
        or
        legal advice of Roth Capital Partners, LLC, TerraNova Capital Partners, Inc.
        or
        any of their respective agents, counsel or Affiliates in making its investment
        decision hereunder, and confirms that none of such Persons has made any
        representations or warranties to such Investor in connection with the
        transactions contemplated by the Transaction Documents.

      


      The
        Company acknowledges and agrees that no Investor has made or makes any
        representations or warranties with respect to the transactions contemplated
        hereby other than those specifically set forth in this Section 3.2.

      


      ARTICLE
        4.

      OTHER
        AGREEMENTS OF THE PARTIES

      


      4.1.
        (a)
        Shares
        may only be disposed of in compliance with state and federal securities laws.
        In
        connection with any transfer of the Shares other than pursuant to an effective
        registration statement, to the Company, to an Affiliate of an Investor or
        in
        connection with a pledge as contemplated in Section 4.1(b), the Company may
        require the transferor thereof to provide to the Company an opinion of counsel
        selected by the transferor, the form and substance of which opinion shall
        be
        reasonably satisfactory to the Company, to the effect that such transfer
        does
        not require registration of such transferred Shares under the Securities
        Act.

      


      (b) Certificates
        evidencing the Shares will contain the following legend, until such time
        as they
        are not required under Section 4.1(c):

      


      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
        ACCOUNT SECURED BY SUCH SECURITIES.

       

      
        
          
          

        

        
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      The
        Company acknowledges and agrees that an Investor may from time to time pledge,
        and/or grant a security interest in some or all of the Shares pursuant to
        a bona
        fide margin agreement in connection with a bona fide margin account and,
        if
        required under the terms of such agreement or account, such Investor may
        transfer pledged or secured Shares to the pledgees or secured parties. Such
        a
        pledge or transfer would not be subject to approval or consent of the Company
        and no legal opinion of legal counsel to the pledgee, secured party or pledgor
        shall be required in connection with the pledge, but such legal opinion may
        be
        required in connection with a subsequent transfer following default by the
        Investor transferee of the pledge. No notice shall be required of such pledge.
        At the appropriate Investor’s expense, the Company will execute and deliver such
        reasonable documentation as a pledgee or secured party of Shares may reasonably
        request in connection with a pledge or transfer of the Shares including the
        preparation and filing of any required prospectus supplement under Rule
        424(b)(3) of the Securities Act or other applicable provision of the Securities
        Act to appropriately amend the list of Selling Stockholders thereunder. Except
        as otherwise provided in Section 4.1(c), any Shares subject to a pledge or
        security interest as contemplated by this Section 4.1(b) shall continue to
        bear
        the legend set forth in this Section 4.1(b) and be subject to the restrictions
        on transfer set forth in Section 4.1(a).

      


      (c) Certificates
        evidencing Shares shall not contain any legend (including the legend set
        forth
        in Section 4.1(b)): (i) following a sale or transfer of such Shares pursuant
        to
        an effective registration statement (including a Registration Statement),
        or
        (ii) following a sale or transfer of such Shares pursuant to Rule 144 (assuming
        the transferee is not an Affiliate of the Company), or (iii) while such Shares
        are eligible for sale without volume limitations pursuant to Rule 144. If
        an
        Investor shall make a sale or transfer of Shares either (x) pursuant to Rule
        144
        or (y) pursuant to a registration statement and in each case shall have
        delivered to the Company or the Company’s transfer agent the certificate
        representing Shares containing a restrictive legend which are the subject
        of
        such sale or transfer
        and a representation letter in customary form (the
        date of
        such sale or transfer and Share delivery being the “Share
        Delivery Date”)
        and (1)
        the Company shall fail to deliver or cause to be delivered to such Investor
        a
        certificate representing such Shares that is free from all restrictive or
        other
        legends by the third Trading Day following the Share Delivery Date and (2)
        following such third Trading Day after the Share Delivery Date and prior
        to the
        time such Shares are received free from restrictive legends, the Investor,
        or
        any third party on behalf of such Investor, purchases (in an open market
        transaction or otherwise) shares of Common Stock to deliver in satisfaction
        of a
        sale by the Investor of such Shares (a "Buy-In"),
        then
        the Company shall pay in cash to the Investor (for costs incurred either
        directly by such Investor or on behalf of a third party) the amount by which
        the
        total purchase price paid for Common Stock as a result of the Buy-In (including
        brokerage commissions, if any) exceed the proceeds received by such Investor
        as
        a result of the sale to which such Buy-In relates. The Investor shall provide
        the Company written notice indicating the amounts payable to the Investor
        in
        respect of the Buy-In.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (d) Notwithstanding
        the foregoing, while
        a
        registration statement (including a Registration Statement) covering such
        Shares
        is then effective,
        an
        Investor who holds any such Shares may request the removal of the legend
        set
        forth in Section 4.1(b) from the stock certificate representing such Shares
        by
        delivering to the Company a written request for the removal of such legend,
        together with (i) a certification to the Company that such Investor will
        only
        sell or otherwise dispose of such Shares pursuant to a Registration Statement
        or
        Rule 144 in
        accordance with applicable law and (ii) an agreement of such Investor, in
        a form
        reasonably satisfactory to the Company, to indemnify the Company for any
        losses
        or expenses the Company may reasonably incur as a result of any breach by
        such
        Investor of the certification referred to in this Section 4.1(d)(i). Upon
        receipt of any such written request from an Investor, the Company shall promptly
        authorize and direct the transfer agent of the Company to promptly reissue
        to
        such Investor upon receipt from such Investor of a certificate or certificates
        representing such Shares containing a restrictive legend which are the subject
        of such written request, a new stock certificate for the same number of such
        Shares which does not contain any restrictive legend.

      


      4.2. Furnishing
        of Information.
        As long
        as any Investor owns the Shares, the Company covenants to timely file (or
        obtain
        extensions in respect thereof and file within the applicable grace period)
        all
        reports required to be filed by the Company after the date hereof pursuant
        to
        the Exchange Act. As long as any Investor owns Shares, if the Company is
        not
        required to file reports pursuant to such laws, it will prepare and furnish
        to
        the Investors and make publicly available in accordance with Rule 144(c)
        such
        information as is required for the Investors to sell the Shares under Rule
        144.
        The Company further covenants that it will take such further action as any
        holder of Shares may reasonably request, all to the extent required from
        time to
        time to enable such Person to sell the Shares without registration under
        the
        Securities Act within the limitation of the exemptions provided by Rule
        144.

      


      4.3. Integration.
        The
        Company shall not, and shall use its best efforts to ensure that no Affiliate
        of
        the Company shall, sell, offer for sale or solicit offers to buy or otherwise
        negotiate in respect of any security (as defined in Section 2 of the Securities
        Act) that would be integrated with the offer or sale of the Shares in a manner
        that would require the registration under the Securities Act of the sale
        of the
        Shares to the Investors, or that would be integrated with the offer or sale
        of
        the Shares for purposes of the rules and regulations of any Trading Market
        in a
        manner that would require stockholder approval of the sale of the securities
        to
        the Investors.

      


      4.4. Subsequent
        Registrations.
        Other
        than pursuant to the Registration Rights Agreement, prior to the first to
        occur
        of (a) the Effective Date of a Registration Statement resulting in all
        Registrable Securities (as defined in the Registration Rights Agreement)
        being
        registered for resale pursuant to one or more effective Registration Statements
        or (b) such time as all Registrable Securities may be sold by the Investors
        without volume restrictions pursuant to Rule 144, the Company may not file
        any
        registration statement (other than on Form S-8) with the Commission with
        respect
        to any securities of the Company.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      4.5. Securities
        Laws Disclosure; Publicity.
        By 9:00
        a.m. (New York time) on the Trading Day following the execution of this
        Agreement, and by 9:00 a.m. (New York time) on the Trading Day following
        the
        Closing Date, the Company shall issue press releases disclosing the transactions
        contemplated hereby and the Closing. On the Trading Day following the execution
        of this Agreement the Company will file a Current Report on Form 8-K disclosing
        the material terms of the Transaction Documents (and attach as exhibits thereto
        the Transaction Documents), and on the Trading Day following the Closing
        Date
        the Company will file an additional Current Report on Form 8-K to disclose
        the
        Closing. In addition, the Company will make such other filings and notices
        in
        the manner and time required by the Commission and the Trading Market on
        which
        the Common Stock is listed. Notwithstanding the foregoing, the Company shall
        not
        publicly disclose the name of any Investor, or include the name of any Investor
        in any filing with the Commission (other than a Registration Statement and
        any
        exhibits to filings made in respect of this transaction in accordance with
        periodic filing requirements under the Exchange Act) or any regulatory agency
        or
        Trading Market (other than in the Company’s existing listing application to the
        NASDAQ Inc.), without the prior written consent of such Investor, except
        to the
        extent such disclosure is required by law or Trading Market
        regulations.

      


      4.6. Limitation
        on Issuance of Future Priced Securities.
        During
        the six months following the Closing Date, the Company shall not issue any
        “Future Priced Securities” as such term is described by NASD
        IM-4350-1.

      


      4.7. Indemnification
        of Investors.
        In
        addition to the indemnity provided in the Registration Rights Agreement,
        the
        Company will indemnify and hold the Investors and their directors, officers,
        shareholders, partners, employees and agents (each, an “Investor
        Party”)
        harmless from any and all losses, liabilities, obligations, claims,
        contingencies, damages, costs and expenses, including all judgments, amounts
        paid in settlements, court costs and reasonable attorneys’ fees and costs of
        investigation (collectively, “Losses”)
        that
        any such Investor Party may suffer or incur as a result of or relating to
        any
        misrepresentation, breach or inaccuracy of any representation, warranty,
        covenant or agreement made by the Company in any Transaction Document. In
        addition to the indemnity contained herein, the Company will reimburse each
        Investor Party for its reasonable legal and other expenses (including the
        cost
        of any investigation, preparation and travel in connection therewith) incurred
        in connection therewith, as such expenses are incurred. Except as otherwise
        set
        forth herein, the mechanics and procedures with respect to the rights and
        obligations under this Section 4.7 shall be the same as those set forth in
        Section 5 of the Registration Rights Agreement.

      


      4.8. Non-Public
        Information.
        The
        Company covenants and agrees that neither it nor any other Person acting
        on its
        behalf will provide any Investor or its agents or counsel with any information
        that the Company believes constitutes material non-public information, unless
        prior thereto such Investor shall have executed a written agreement regarding
        the confidentiality and use of such information. The Company understands
        and
        confirms that each Investor shall be relying on the foregoing representations
        in
        effecting transactions in securities of the Company.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      4.9. Listing
        of Shares.
        The
        Company agrees, (i) if the Company applies to have the Common Stock traded
        on
        any other Trading Market, it will include in such application the Shares,
        and
        will take such other action as is necessary or desirable to cause the Shares
        to
        be listed on such other Trading Market as promptly as possible, and (ii)
        it will
        take all action reasonably necessary to continue the listing and trading
        of its
        Common Stock on a Trading Market and will comply in all material respects
        with
        the Company’s reporting, filing and other obligations under the bylaws or rules
        of the Trading Market.

      


      4.10. Use
        of
        Proceeds.
        The
        Company will use the net proceeds from the sale of the Shares hereunder for
        working capital purposes and not for the satisfaction of any portion of the
        Company’s debt (other than payment of trade payables and accrued expenses in the
        ordinary course of the Company’s business and consistent with prior practices),
        or to redeem any Common Stock or Common Stock Equivalents.

      


      ARTICLE
        5.

      CONDITIONS
        PRECEDENT TO CLOSING

      


      5.1. Conditions
        Precedent to the Obligations of the Investors to Purchase Shares.
        The
        obligation of each Investor to acquire Shares at the Closing is subject to
        the
        satisfaction or waiver by such Investor, at or before the Closing, of each
        of
        the following conditions:

      


      (a) Representations
        and Warranties.
        The
        representations and warranties of the Company contained herein shall be true
        and
        correct in all material respects as of the date when made and as of the Closing
        as though made on and as of such date;

      


      (b) Performance.
        The
        Company shall have performed, satisfied and complied in all material respects
        with all covenants, agreements and conditions required by the Transaction
        Documents to be performed, satisfied or complied with by it at or prior to
        the
        Closing;

      


      (c) No
        Injunction.
        No
        statute, rule, regulation, executive order, decree, ruling or injunction
        shall
        have been enacted, entered, promulgated or endorsed by any court or governmental
        authority of competent jurisdiction that prohibits the consummation of any
        of
        the transactions contemplated by the Transaction Documents;

      


      (d) No
        Proceedings or Litigation.
        No
        action, suit or proceeding before any arbitrator or any governmental authority
        shall have been commenced, and no investigation by any governmental authority
        shall have been threatened, against the Company or any of the officers,
        directors or affiliates of the Company seeking to prevent the transactions
        contemplated by this Agreement, or seeking damages in connection with such
        transactions;

      


      (e) Adverse
        Changes.
        Since
        the date of execution of this Agreement, no event or series of events shall
        have
        occurred that reasonably could have or result in a Material Adverse
        Effect;

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (f) No
        Suspensions of Trading in Common Stock; Listing.
        Trading
        in the Common Stock shall not have been suspended by the Commission or any
        Trading Market (except for any suspensions of trading of not more than one
        Trading Day solely to permit dissemination of material information regarding
        the
        Company) at any time since the date of execution of this Agreement, and the
        Common Stock shall have been at all times since such date listed for trading
        on
        a Trading Market;

      


      (g) Company
        Deliverables.
        The
        Company shall have delivered the Company Deliverables in accordance with
        Section
        2.2(a); and

      


      (h) Termination.
        This
        Agreement shall not have been terminated as to such Investor in accordance
        with
        Section 6.5.

      


      5.2. Conditions
        Precedent to the Obligations of the Company to sell Shares.
        The
        obligation of the Company to sell Shares at the Closing is subject to the
        satisfaction or waiver by the Company, at or before the Closing, of each
        of the
        following conditions:

      


      (a) Representations
        and Warranties.
        The
        representations and warranties of each Investor contained herein shall be
        true
        and correct in all material respects as of the date when made and as of the
        Closing Date as though made on and as of such date;

      


      (b) Performance.
        Each
        Investor shall have performed, satisfied and complied in all material respects
        with all covenants, agreements and conditions required by the Transaction
        Documents to be performed, satisfied or complied with by such Investor at
        or
        prior to the Closing;

      


      (c) No
        Injunction.
        No
        statute, rule, regulation, executive order, decree, ruling or injunction
        shall
        have been enacted, entered, promulgated or endorsed by any court or governmental
        authority of competent jurisdiction that prohibits the consummation of any
        of
        the transactions contemplated by the Transaction Documents;

      


      (d) Investors
        Deliverables.
        Each
        Investor shall have delivered its Investors Deliverables in accordance with
        Section 2.2(b); and

      


      (e) Termination.
        This
        Agreement shall not have been terminated as to such Investor in accordance
        with
        Section 6.5.

      


      ARTICLE
        6.

      MISCELLANEOUS

      


      6.1. Fees
        and Expenses.
        Each
        party shall pay the fees and expenses of its advisers, counsel, accountants
        and
        other experts, if any, and all other expenses incurred by such party incident
        to
        the negotiation, preparation, execution, delivery and performance of the
        Transaction Documents, provided
        that the
        Company shall pay all actual, reasonable attorneys' fees and expenses (including
        disbursements and out-of-pocket expenses) for one counsel to the Investors
        incurred by the Investors in connection with any amendments, modifications
        or
        waivers of this Agreement or any of the other Transaction Documents. The
        Company
        shall pay all stamp and other taxes and duties levied in connection with
        the
        issuance of the Shares.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      6.2. Entire
        Agreement.
        The
        Transaction Documents, together with the Exhibits and Schedules thereto,
        contain
        the entire understanding of the parties with respect to the subject matter
        hereof and supersede all prior agreements, understandings, discussions and
        representations, oral or written, with respect to such matters, which the
        parties acknowledge have been merged into such documents, exhibits and
        schedules.

      


      6.3. Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be in writing and shall be deemed given and effective
        on the earliest of (a) the date of transmission, if such notice or communication
        is delivered via facsimile (provided the sender receives a machine-generated
        confirmation of successful transmission) at the facsimile number specified
        in
        this Section prior to 5:30 p.m. (New York City time) on a Trading Day, (b)
        the
        next Trading Day after the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile number specified in this Section
        on
        a day that is not a Trading Day or later than 5:30 p.m. (New York City time)
        on
        any Trading Day, (c) the Trading Day following the date of mailing, if sent
        by
        U.S. nationally recognized overnight courier service, or (d) upon actual
        receipt
        by the party to whom such notice is required to be given. The address for
        such
        notices and communications shall be as follows:

      

        
          	
                  If
                    to the Company:

                	
                  Zhongpin
                    Inc.

                
	 	
                  21
                    Changshe Road

                
	 	
                  Changge
                    City, Henan Province

                
	 	
                  People’s
                    Republic of China 461500

                
	 	
                  Attn:
                    Chief Executive Officer

                
	 	
                  Facsimile:

                
	 	 
	
                  With
                    a copy to:

                	
                  Pryor
                    Cashman LLP

                
	 	
                  410
                    Park Avenue

                
	 	
                  New
                    York, New York 10022

                
	 	
                  Attn:
                    Eric Hellige, Esq

                
	 	
                  Facsimile:
                    (212)
                    798-6380

                
	 	 
	
                  If
                    to an Investor:

                	
                  To
                    the address set forth under such Investor’s name on the signature pages
                    hereof;

                


        

      

      


      or
        such
        other address as may be designated in writing hereafter, in the same manner,
        by
        such Person.

      


      6.4. Amendments;
        Waivers; No Additional Consideration.
        No
        provision of this Agreement may be waived or amended except in a written
        instrument signed by the Company and the Investors holding a majority of
        the
        Shares. No waiver of any default with respect to any provision, condition
        or
        requirement of this Agreement shall be deemed to be a continuing waiver in
        the
        future or a waiver of any subsequent default or a waiver of any other provision,
        condition or requirement hereof, nor shall any delay or omission of either
        party
        to exercise any right hereunder in any manner impair the exercise of any
        such
        right. No consideration shall be offered or paid to any Investor to amend
        or
        consent to a waiver or modification of any provision of any Transaction Document
        unless the same consideration is also offered to all Investors who then hold
        Shares. Without the written consent or the affirmative vote of each Investor
        affected thereby, an amendment or waiver under this Section 6.4 may not waive
        or
        amend any Transaction Document the effect of which would be to permit the
        Company to (1) name any Investor as an underwriter in a Registration Statement
        without such Investor’s specific written consent thereto, or (2) not include any
        Registrable Securities (as defined in the Registration Rights Agreement)
        of an
        Investor in a Registration Statement due to their refusal to be named as
        an
        underwriter therein; provided that this Section 6.4 shall not prohibit the
        Company from excluding any Registrable Securities of an Investor in a
        Registration Statement in accordance with the terms of the Registration Rights
        Agreement.

       

      
        
          
          

        

        
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      6.5. Termination.
        This
        Agreement may be terminated prior to Closing:

      


      (a) by
        written agreement of the Investors and the Company; and

      


      (b) by
        the
        Company or an Investor (as to itself but no other Investor) upon written
        notice
        to the other, if the Closing shall not have taken place by 6:30 p.m. Eastern
        time on the Outside Date; provided,
        that
        the right to terminate this Agreement under this Section 6.5(b) shall not
        be available to any Person whose failure to comply with its obligations under
        this Agreement has been the cause of or resulted in the failure of the Closing
        to occur on or before such time.

      


      In
        the
        event of a termination pursuant to this Section, the Company shall promptly
        notify all non-terminating Investors. Upon a termination in accordance with
        this
        Section 6.5, the Company and the terminating Investor(s) shall not have any
        further obligation or liability (including as arising from such termination)
        to
        the other and no Investor will have any liability to any other Investor under
        the Transaction Documents as a result therefrom.

      


      6.6. Construction.
        The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof. The language used in this Agreement will be deemed to be the language
        chosen by the parties to express their mutual intent, and no rules of strict
        construction will be applied against any party. This Agreement shall be
        construed as if drafted jointly by the parties, and no presumption or burden
        of
        proof shall arise favoring or disfavoring any party by virtue of the authorship
        of any provisions of this Agreement or any of the Transaction
        Documents.

      


      6.7. Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and permitted assigns. The Company may not assign this
        Agreement or any rights or obligations hereunder without the prior written
        consent of the Investors. Any Investor may assign any or all of its rights
        under
        this Agreement to any Person to whom such Investor assigns or transfers any
        Shares, provided such transferee agrees in writing (with a copy to the Company)
        to be bound, with respect to the transferred Shares, by the provisions hereof
        that apply to the “Investors.”

      


      6.8. No
        Third-Party Beneficiaries.
        This
        Agreement is intended for the benefit of the parties hereto and their respective
        successors and permitted assigns and is not for the benefit of, nor may any
        provision hereof be enforced by, any other Person, except as otherwise set
        forth
        in Section 4.7 (as to each Investor Party).

       

      
        
          
          

        

        
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      6.9. Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by and construed and enforced in accordance
        with the internal laws of the State of New York, without regard to the
        principles of conflicts of law thereof. Each party agrees that all Proceedings
        concerning the interpretations, enforcement and defense of the transactions
        contemplated by this Agreement and any other Transaction Documents (whether
        brought against a party hereto or its respective Affiliates, employees or
        agents) shall be commenced exclusively in the New York Courts. Each party
        hereto
        hereby irrevocably submits to the exclusive jurisdiction of the New York
        Courts
        for the adjudication of any dispute hereunder or in connection herewith or
        with
        any transaction contemplated hereby or discussed herein (including with respect
        to the enforcement of the any of the Transaction Documents), and hereby
        irrevocably waives, and agrees not to assert in any Proceeding, any claim
        that
        it is not personally subject to the jurisdiction of any such New York Court,
        or
        that such Proceeding has been commenced in an improper or inconvenient forum.
        Each party hereto hereby irrevocably waives personal service of process and
        consents to process being served in any such Proceeding by mailing a copy
        thereof via registered or certified mail or overnight delivery (with evidence
        of
        delivery) to such party at the address in effect for notices to it under
        this
        Agreement and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be
        deemed
        to limit in any way any right to serve process in any manner permitted by
        law.
        Each party hereto hereby irrevocably waives, to the fullest extent permitted
        by
        applicable law, any and all right to trial by jury in any legal proceeding
        arising out of or relating to this Agreement or the transactions contemplated
        hereby. If either party shall commence a Proceeding to enforce any provisions
        of
        a Transaction Document, then the prevailing party in such Proceeding shall
        be
        reimbursed by the other party for its reasonable attorneys’ fees and other costs
        and expenses incurred with the investigation, preparation and prosecution
        of
        such Proceeding.

      


      6.10. Survival.
        The
        representations, warranties, agreements and covenants contained herein shall
        survive the Closing and the delivery of the Shares.

      


      6.11. Execution.
        This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other parties, it being understood that no two or more parties need sign
        the
        same counterpart. In the event that any signature is delivered by facsimile
        transmission, such signature shall create a valid and binding obligation
        of the
        party executing (or on whose behalf such signature is executed) with the
        same
        force and effect as if such facsimile signature page were an original
        thereof.

      


      6.12. Severability.
        If any
        provision of this Agreement is held to be invalid or unenforceable in any
        respect, the validity and enforceability of the remaining terms and provisions
        of this Agreement shall not in any way be affected or impaired thereby and
        the
        parties will attempt to agree upon a valid and enforceable provision that
        is a
        reasonable substitute therefor, and upon so agreeing, shall incorporate such
        substitute provision in this Agreement.

      


      6.13. Rescission
        and Withdrawal Right.
        Notwithstanding anything to the contrary contained in (and without limiting
        any
        similar provisions of) the Transaction Documents, whenever any Investor
        exercises a right, election, demand or option under a Transaction Document
        and
        the Company does not timely perform its related obligations within the periods
        therein provided, then such Investor may rescind or withdraw, in its sole
        discretion from time to time upon written notice to the Company, any relevant
        notice, demand or election in whole or in part without prejudice to its future
        actions and rights.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

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

      


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

      


      6.16. Payment
        Set Aside.
        To the
        extent that the Company makes a payment or payments to any Investor pursuant
        to
        any Transaction Document or an Investor enforces or exercises its rights
        thereunder, and such payment or payments or the proceeds of such enforcement
        or
        exercise or any part thereof are subsequently invalidated, declared to be
        fraudulent or preferential, set aside, recovered from, disgorged by or are
        required to be refunded, repaid or otherwise restored to the Company, a trustee,
        receiver or any other person under any law (including, without limitation,
        any
        bankruptcy law, state or federal law, common law or equitable cause of action),
        then to the extent of any such restoration the obligation or part thereof
        originally intended to be satisfied shall be revived and continued in full
        force
        and effect as if such payment had not been made or such enforcement or setoff
        had not occurred.

      


      6.17. Independent
        Nature of Investors’ Obligations and Rights.
        The
        obligations of each Investor under any Transaction Document are several and
        not
        joint with the obligations of any other Investor, and no Investor shall be
        responsible in any way for the performance of the obligations of any other
        Investor under any Transaction Document. The decision of each Investor to
        purchase Shares pursuant to the Transaction Documents has been made by such
        Investor independently of any other Investor. Nothing contained herein or
        in any
        Transaction Document, and no action taken by any Investor pursuant thereto,
        shall be deemed to constitute the Investors as a partnership, an association,
        a
        joint venture or any other kind of entity, or create a presumption that the
        Investors are in any way acting in concert or as a group with respect to
        such
        obligations or the transactions contemplated by the Transaction Documents.
        Each
        Investor acknowledges that no other Investor has acted as agent for such
        Investor in connection with making its investment hereunder and that no Investor
        will be acting as agent of such Investor in connection with monitoring its
        investment in the Shares or enforcing its rights under the Transaction
        Documents. Each Investor shall be entitled to independently protect and enforce
        its rights, including without limitation the rights arising out of this
        Agreement or out of the other Transaction Documents, and it shall not be
        necessary for any other Investor to be joined as an additional party in any
        proceeding for such purpose. The Company acknowledges that each of the Investors
        has been provided with the same Transaction Documents for the purpose of
        closing
        a transaction with multiple Investors and not because it was required or
        requested to do so by any Investor.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      6.18. Limitation
        of Liability.
        Notwithstanding anything herein to the contrary, the Company acknowledges
        and
        agrees that the liability of an Investor arising directly or indirectly,
        under
        any Transaction Document of any and every nature whatsoever shall be satisfied
        solely out of the assets of such Investor, and that no trustee, officer,
        other
        investment vehicle or any other Affiliate of such Investor or any investor,
        shareholder or holder of shares of beneficial interest of such a Investor
        shall
        be personally liable for any liabilities of such Investor.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES FOLLOW]

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
        Agreement to be duly executed by their respective authorized signatories
        as of
        the date first indicated above.

       

      
        	 	 	 
	 	ZHONGPIN
                INC.
	 
 	 
 	 
 
                
                /s/ Xianfu
                  Zhu

              
	 	Name:    	Xianfu Zhu
	 	Title: 	Chief Executive Officer


      

       

      ACKNOWLEDGED
        AND AGREED SOLELY AS TO SECTION 2.2(c):

      


      


      PRYOR
        CASHMAN LLP, AS ESCROW AGENT

      


      


      
        

          
            	
                    By:  

                  	
                    /s/
                      Eric M. Hellige

                  	
                     

                  


          

        

      

      Name:
        Eric M. Hellige 

      Title:
        Partner 

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES FOR INVESTORS FOLLOW]

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
        Agreement to be duly executed by their respective authorized signatories
        as of
        the date first indicated above.

      


      NAME
        OF INVESTING ENTITY

       

      
        
          	 	
                  Pinnacle
                    China Fund, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Barry M. Kitt

                
	 	 	
                  Name:
                    Barry M. Kitt

                
	 	
                  Title:

                	
                  Sole
                    Member, Pinnacle Fund Management, L.L.C., The General Partner
                    of Pinnacle
                    Advisers, L.P., The General Partner of The Pinnacle Fund,
                    L.P.

                
	 	 	 
	 	
                  Investment
                    Amount: $10,000,000.00

                
	 	
                  Tax
                    ID No.: 75-25212784

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    The Pinnacle China Fund, L.P.

                
	 	
                  4965
                    Preston Park Blvd., Suite 240

                
	 	
                  Plano,
                    TX 75093

                
	 	
                  Attn:
                    Barry M. Kitt

                
	 	
                  Tel:  
                    972-985-2121

                
	 	
                  Fax:  
                    972-985-2122

                
	 	
                  bk@pinnaclechinafund.com

                
	 	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  c/o:
                    Bank
                    of America Securities, Inc.

                
	 	
                  901
                    Main Street, Suite 6616

                
	 	
                  Dallas,
                    TX 75202

                
	 	
                  Attn:
                    Brett
                    Speer

                
	 	
                  Tel: 
                     214-209-9973

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  JLF
                    Offshore Fund, Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Hien Tran

                
	 	
                  Name:
                    Hien Tran

                
	 	
                  Title:
                    CEO

                
	 	 	 
	 	
                  Investment
                    Amount: $3,448,048.00

                
	 	
                  Tax
                    ID No.: N/A

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    JLF Asset Management, LLC

                
	 	
                  2775
                    Via de la Valle, Suite 204

                
	 	
                  Del
                    Mar, CA 92014

                
	 	
                  Attn:
                    Hien Tran

                
	 	
                  Tel:  
                    858-259-3440

                
	 	
                  Fax:  
                    858-259-3449

                
	 	
                  htran@jlfllc.com

                


        

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  JLF
                    Partners,I, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Hien Tran

                
	 	
                   

                	
                  Name:
                    Hien Tran

                
	 	
                   

                	
                  Title:
                    CEO

                
	 	 	 
	 	
                  Investment
                    Amount: $2,991,832.00

                
	 	
                  Tax
                    ID No.: 13-4043496

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    JLF Asset Management, LLC

                
	 	
                  2775
                    Via de la Valle, Suite 204

                
	 	
                  Del
                    Mar, CA 92014

                
	 	
                  Attn:
                    Hien Tran

                
	 	
                  Tel:  
                    858-259-3440

                
	 	
                  Fax:  
                    858-259-3449

                
	 	
                  htran@jlfllc.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  JLF
                    Concentrated Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Hien Tran

                
	 	
                   

                	
                  Name:
                    Hien Tran

                
	 	
                   

                	
                  Title:
                    CEO

                
	 	 	 
	 	
                  Investment
                    Amount: $350,000.00

                
	 	
                  Tax
                    ID No.: 38-3760548

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    JLF Asset Management, LLC

                
	 	
                  2775
                    Via de la Valle, Suite 204

                
	 	
                  Del
                    Mar, CA 92014

                
	 	
                  Attn:
                    Hien Tran

                
	 	
                  Tel:  
                    858-259-3440

                
	 	
                  Fax:  
                    858-259-3449

                
	 	
                  htran@jlfllc.com

                


        

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  JLF
                    Partners II, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Hien Tran

                
	 	
                   

                	
                  Name:
                    Hien Tran

                
	 	
                   

                	
                  Title:
                    CEO

                
	 	 	 
	 	
                  Investment
                    Amount: $210,120.00

                
	 	
                  Tax
                    ID No.: 13-4043497

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    JLF Asset Management, LLC

                
	 	
                  2775
                    Via de la Valle, Suite 204

                
	 	
                  Del
                    Mar, CA 92014

                
	 	
                  Attn:
                    Hien Tran

                
	 	
                  Tel:  
                    858-259-3440

                
	 	
                  Fax:  
                    858-259-3449

                
	 	
                  htran@jlfllc.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Black
                    River Commodity Select Fund Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Guilherne Schmidt

                
	 	
                   

                	
                  Name:
                    Guilherne Schmidt

                
	 	
                   

                	
                  Title:
                    Director

                
	 	 	 
	 	
                  Investment
                    Amount: $3,000,000.00

                
	 	
                  Tax
                    ID No.: 33-1136854

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  Black
                    River Asset Management LLC

                
	 	
                  12700
                    Whitewater Drive

                
	 	
                  Minnetonka,
                    MN 55343-9438

                
	 	
                  Attn:
                    Richard Gammill

                
	 	
                  T:  
                    952-984-3173

                
	 	
                  F:  
                    952-249-4038

                
	 	
                  Richard.Gammill@black-river.com

                


        

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above) 

                
	 	
                  Black
                    River Asset Management LLC

                
	 	
                  12700
                    Whitewater Drive

                
	 	
                  Minnetonka,
                    MN 55343-9438

                
	 	
                  Attn:
                    Sarah Kolar

                
	 	
                  T:
                    952-984-3249

                
	 	 	 
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Bear
                    Stearns Security Corp FBO J Steven Emerson Roth
                    IRA

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    J. Steve Emerson

                
	 	
                   

                	
                  Name:
                    J. Steve Emerson

                
	 	
                   

                	
                  Title:
                    Sole Beneficiary

                
	 	 	 
	 	
                  Investment
                    Amount: $960,000.00

                
	 	
                  Tax
                    ID No.: ###-##-####

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o
                    Steve Emerson

                
	 	
                  1522
                    Ensley Ave

                
	 	
                  Los
                    Angeles, CA 90024

                
	 	
                  Attn:
                    Steve Emerson

                
	 	
                  Tel:  
                    310-553-4151

                
	 	
                  Fax: 
                     310-553-4187

                
	 	
                  semerson@emersonig.com

                
	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  c/o
                    Friedman Billings Ramsey

                
	 	
                  1001
                    19th
                    Street

                
	 	
                  Arlington,
                    VA 22209

                
	 	
                  Attn:
                    Lauren Shuck

                
	 	
                  Tel:
                    703-312-9664

                


        

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Bear
                    Stearns Security Corp FBO J Steven Emerson IRA R/O II

                
	 	 	 
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    J. Steve Emerson

                
	 	
                	
                  Name:
                    J. Steve Emerson

                
	 	
                   

                	
                  Title:
                    Sole Beneficiary

                
	 	 	 
	 	
                  Investment
                    Amount: $1,240,000.00

                
	 	
                  Tax
                    ID No.: ###-##-####

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    Steve Emerson

                
	 	
                  1522
                    Ensley Ave

                
	 	
                  Los
                    Angeles, CA 90024

                
	 	
                  Attn:
                    Steve Emerson

                
	 	
                  Tel:  
                    310-553-4151

                
	 	
                  Fax:  
                    310-553-4187

                
	 	
                  semerson@emersonig.com

                
	 	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  c/o
                    Friedman Billings Ramsey

                
	 	
                  1001
                    19th
                    Street

                
	 	
                  Arlington,
                    VA 22209

                
	 	
                  Attn:
                    Lauren Shuck

                
	 	
                  Tel:
                    703-312-9664

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  J
                    Steven Emerson

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    J. Steve Emerson

                
	 	
                	
                  Name:
                    Steve Emerson

                
	 	
                	
                  Title:
                    Sole Beneficiary 

                
	 	 	 
	 	
                  Investment
                    Amount: $280,000.00

                
	 	
                  Tax
                    ID No.: ###-##-####

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o
                    Steve Emerson

                
	 	
                  1522
                    Ensley Ave

                
	 	
                  Los
                    Angeles, CA 90024

                
	 	
                  Attn:
                    Steve Emerson

                
	 	
                  Tel:  
                    310-553-4151

                
	 	
                  Fax:  
                    310-553-4187

                
	 	
                  semerson@emersonig.com

                


        

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  c/o
                    Friedman Billings Ramsey

                
	 	
                  1001
                    19th
                    Street

                
	 	
                  Arlington,
                    VA 22209

                
	 	
                  Attn:
                    Lauren Shuck

                
	 	
                  Tel:  
                    703-312-9664

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Emerson
                    Partners

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Steve Emerson

                
	 	
                	
                  Name:
                    Steve Emerson

                
	 	
                	
                  Title:
                    Chief Information Officer

                
	 	 	 
	 	
                  Investment
                    Amount: $360,000.00

                
	 	
                  Tax
                    ID No.: 95-4667857

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    Steve Emerson

                
	 	
                  1522
                    Ensley Ave

                
	 	
                  Los
                    Angeles, CA 90024

                
	 	
                  Attn:
                    Steve Emerson

                
	 	
                  Tel:  
                    310-553-4151

                
	 	
                  Fax: 
                     310-553-4187

                
	 	
                  semerson@emersonig.com

                
	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  c/o
                    Friedman Billings Ramsey

                
	 	
                  1001
                    19th
                    Street

                
	 	
                  Arlington,
                    VA 22209

                
	 	
                  Attn:
                    Lauren Shuck

                
	 	
                  Tel:  
                    703-312-9664

                


        

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Jayhawk
                    Private Equity Fund, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Michael D. Schmitz

                
	 	
                	
                  Name:
                    Michael D.Schmitz

                
	 	
                	
                  Title:
                    CFO of GP of GP

                
	 	 	 
	 	
                  Investment
                    Amount: $2,634,148.54

                
	 	
                  Tax
                    ID No.: 20-5004931

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o
                    Jayhawk Private Equity GP. L.P.

                
	 	
                  5410
                    West 61st Place, Suite 100

                
	 	
                  Mission,
                    KS 66205

                
	 	
                  Attn:
                    Michael D. Schmitz

                
	 	
                  T:  
                    913-642-2611

                
	 	
                  F:  
                    913-642-8661

                
	 	
                  mike.schmitz@jayhawkcapital.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Jayhawk
                    Private Equity Co-Invest Fund, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Michael D. Schmitz

                
	 	
                	
                  Name:
                    Michael D.Schmitz

                
	 	
                	
                  Title:
                    CFO of GP of GP

                
	 	 	 
	 	
                  Investment
                    Amount: $165,851.46

                
	 	
                  Tax
                    ID No.: 20-5249125

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o
                    Jayhawk Private Equity GP. L.P.

                
	 	
                  5410
                    West 61st Place, Suite 100

                
	 	
                  Mission,
                    KS 66205

                
	 	
                  Attn:
                    Michael D. Schmitz

                
	 	
                  T:  
                    913-642-2611

                
	 	
                  F:  
                    913-642-8661

                
	 	
                  mike.schmitz@jayhawkcapital.com

                


        

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  CAMOFI
                    Master LDC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Jeffrey M. Haas

                
	 	
                	
                  Name:
                    Jeffrey M. Haas

                
	 	
                	
                  Title:
                    Authorized Signatory

                
	 	 	 
	 	
                  Investment
                    Amount: $1,750,000.00

                
	 	
                  Tax
                    ID No.: 98-0432791

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  CAMOFI
                    Master LDC

                
	 	
                  c/o
                    Centrecourt Asset Management, LLC

                
	 	
                  350
                    Madison Avenue, 8th Floor

                
	 	
                  New
                    York, NY 10017

                
	 	
                  Attn:
                    Jeffrey M. Haas

                
	 	
                  T:  
                    646-758-6750

                
	 	
                  F: 
                     646-758-6751

                
	 	
                  Jhaas@centrecourtam.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  CAMHZN
                    Master LDC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Jeffrey M. Haas

                
	 	
                	
                  Name:
                    Jeffrey M. Haas

                
	 	
                   

                	
                  Title:
                    Authorized Signatory

                
	 	 	 
	 	
                  Investment
                    Amount: $450,000.00

                
	 	
                  Tax
                    ID No.: 20-5404692

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  CAMOFI
                    Master LDC

                
	 	
                  c/o
                    Centrecourt Asset Management, LLC

                
	 	
                  350
                    Madison Avenue, 8th Floor

                
	 	
                  New
                    York, NY 10017

                
	 	
                  Attn:
                    Jeffrey M. Haas

                
	 	
                  T: 
                     646-758-6750

                
	 	
                  F:  
                    646-758-6751

                
	 	
                  Jhaas@centrecourtam.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  QVT
                    Fund LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Yi Cen

                
	 	
                	
                  Name:
                    Yi Cen

                
	 	
                	
                  Title:
                    Authorized Signatory

                
	 	 	 
	 	
                  Investment
                    Amount: $2,000,000.00

                
	 	
                  Tax
                    ID No.: 98-0415217

                


        

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  QVT
                    Financial 

                
	 	
                  1177
                    6th Avenue, 9th Floor

                
	 	
                  New
                    York, NY 10036

                
	 	
                  Attn:
                    Yi Cen / Michael Rosenthal

                
	 	
                  T: 
                     212-705-8800

                
	 	
                  F:  
                    212-705-8801

                
	 	
                  michael.rosenthal@qvt.com
                    LP

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Qwuintessence
                    Fund LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Yi Cen

                
	 	
                	
                  Name:
                    Yi Cen

                
	 	
                	
                  Title:
                    Authorized Signatory

                
	 	 	 
	 	
                  Investment
                    Amount: $200,000.00

                
	 	
                  Tax
                    ID No.: 98-0538337

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  QVT
                    Financial 

                
	 	
                  1177
                    6th Avenue, 9th Floor

                
	 	
                  New
                    York, NY 10036

                
	 	
                  Attn:
                    Yi Cen / Michael Rosenthal

                
	 	
                  T:
                    212-705-8800

                
	 	
                  F:
                    212-705-8801

                
	 	
                  michael.rosenthal@qvt.com
                    LP

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Atlas
                    Allocatin Fund L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Robert Alpert

                
	 	
                	
                  Name:
                    Robert Alpert

                
	 	
                	
                  Title:
                    President

                
	 	 	 
	 	
                  Investment
                    Amount: $2,000,000.00

                
	 	
                  Tax
                    ID No.: 20-4276550

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Atlas
                    Capital Management

                
	 	
                  100
                    Crescent Court, Suite 880

                
	 	
                  Dallas,
                    TX 75201

                
	 	
                  Attn:
                    Caryn Peeples

                
	 	
                  T:  
                    214-999-6082

                
	 	
                  F:  
                    214-999-6095

                
	 	
                  Caryn@atlascap.net

                


        

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Southwell
                    Partners, L.P..

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Wilson Jaeggli

                
	 	
                	
                  Name:
                    Wilson Jaeggli

                
	 	
                	
                  Title:
                    Managing Director

                
	 	 	 
	 	 	 
	 	
                  Investment
                    Amount: $2,000,000.00

                
	 	
                  Tax
                    ID No.: 75-2345339

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Southwell
                    Partners

                
	 	
                  1901
                    North Akard Street

                
	 	
                  Dallas,
                    TX 75201

                
	 	
                  Attn:
                    Wilson Jaeggli

                
	 	
                  T:  
                    214-922-9696

                
	 	
                  F:  
                    214-922-9699

                
	 	
                  wilson@southwellpartners.com

                
	 	 	 
	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  c/o
                    Banc of America Securities

                
	 	
                  901
                    Main Street 

                
	 	
                  Dallas,
                    TX 75202

                
	 	
                  Attn:
                    Brett Speer

                
	 	
                  Tel:  
                    214-209-9973

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Regent
                    Street Fund I LLC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Kent Y. Whitaker

                
	 	
                	
                  Name:
                    Kent Y. Whitaker

                
	 	
                	
                  Title:
                    Managing Member of Managing Member

                
	 	 	 
	 	
                  Investment
                    Amount: $1,720,000.00

                
	 	
                  Tax
                    ID No.: 20-4311281

                


        

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Regent
                    Street Fund I LLC

                
	 	
                  140
                    East 45th Street, 18th Floor

                
	 	
                  New
                    York, NY 10017

                
	 	
                  Attn:
                    Kent Whitaker

                
	 	
                  T:  
                    212-763-3733

                
	 	
                  F:

                
	 	
                  Email:
                    kwhitaker@regentstreetcap.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Heller
                    Capital Investments, LLC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Ronald I. Heller

                
	 	
                	
                  Name:
                    Ronald I. Heller

                
	 	
                   

                	
                  Title:
                    CIO

                
	 	 	 
	 	
                  Investment
                    Amount: $1,480,000.00

                
	 	
                  Tax
                    ID No.: 20-2301089

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	
                  c/o:
                    Heller Capital Investments, LLC

                
	 	
                  700
                    East Palisade Avenue, 1st Floor

                
	 	
                  Englewood
                    Cliffs, NJ 07632

                
	 	
                  Attn:
                    Steven Hart

                
	 	
                  T:  
                    201-816-4235

                
	 	
                  F:  
                    201-569-5014

                
	 	
                  Shart@hellercapitalpartners.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Westpark
                    Capital, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Patrick J. Brosnahan

                
	 	
                	
                  Name:
                    Patrick J. Brosnahan

                
	 	
                	
                  Title:
                    General Partner

                
	 	 	 
	 	
                  Investment
                    Amount: $1,480,000.00

                
	 	
                  Tax
                    ID No.: 75-2945750

                


        

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ADDRESS
                    FOR NOTICE

                
	 	
                  Westpark
                    Capital, L.P.

                
	 	
                  4965
                    Preston Park Blvd, Suite 220

                
	 	
                  Plano,
                    TX 75093

                
	 	
                  Attn:
                    Patrick J. Brosnahan

                
	 	
                  T:  
                    972-985-2127

                
	 	
                  F:  
                    972-985-2161

                
	 	
                  pat@westparkfund.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Whitebox
                    Intermarket Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Jonathan Wood

                
	 	
                	
                  Name:
                    Jonathan Wood

                
	 	
                	
                  Title:
                    Director - COO

                
	 	 	 
	 	
                  Investment
                    Amount: $1,480,000.00

                
	 	
                  Tax
                    ID No.: n/a

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o:
                    Whitebox Advisors, LLC

                
	 	
                  3033
                    Excelsior Blvd., Suite 300

                
	 	
                  Minneapolis,
                    MN 55416

                
	 	
                  Attn:
                    Barb Reller

                
	 	
                  T:  
                    612-253-6014

                
	 	
                  F:  
                    612-253-6114

                
	 	
                  breller@whiteboxadvisors.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Straus
                    Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Craig Connors

                
	 	
                	
                  Name:
                    Craig Connors

                
	 	
                	
                  Title:
                    CFO

                
	 	 	 
	 	
                  Investment
                    Amount: $792,000.00

                
	 	
                  Tax
                    ID No.: 13-3976076

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	
                  Straus
                    Asset Management

                
	 	
                  320
                    Park Avenue, 10th Floor

                
	 	
                  New
                    York, NY 10022

                
	 	
                  Attn:
                    Craig Connors

                
	 	
                  T:  
                    212-415-7274

                
	 	
                  F:  
                    212-415-7256

                
	 	
                  cconnors@strauspartners.com

                


        

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        
          	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Straus-GEPT
                    Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Craig Connors

                
	 	
                	
                  Name:
                    Craig Connors

                
	 	
                	
                  Title:
                    CFO

                
	 	 	 
	 	
                  Investment
                    Amount: $408,000.00

                
	 	
                  Tax
                    ID No.: 13-4054804

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	
                  Straus
                    Asset Management

                
	 	
                  320
                    Park Avenue, 10th Floor

                
	 	
                  New
                    York, NY 10022

                
	 	
                  Attn:
                    Craig Connors

                
	 	
                  T:  
                    212-415-7274

                
	 	
                  F:  
                    212-415-7256

                
	 	
                  cconnors@strauspartners.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Alder
                    Capital Partners I, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Michael Licosati

                
	 	
                	
                  Name:
                    Michael Licosati

                
	 	
                   

                	
                  Title:
                    Managing Partner, Alder Capital LLC

                
	 	 	 
	 	
                  Investment
                    Amount: $860,000.00

                
	 	
                  Tax
                    ID No.: 22-3848864

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 
	 	
                  c/o
                    Alder Capital

                
	 	
                  12750
                    High Bluff Drive, Suite 120

                
	 	
                  San
                    Diego, CA 92130

                
	 	
                  Attn:
                    Mchael Licosati

                
	 	
                  T:  
                    858-259-3900, Ext 101

                
	 	
                  F:  
                    858-259-3272

                
	 	
                  mlicosati@aldercap.com

                


        

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  UBS

                
	 	
                  555
                    California Street, Suite 4650 

                
	 	
                  San
                    Francisco, CA 94104

                
	 	
                  Attn:
                    Marcus Javier

                
	 	
                  Tel:
                    415-352-5643

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Alder
                    Offshore Partners, Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Michael Licosati

                
	 	
                	
                  Name:
                    Michael Licosati

                
	 	
                	
                  Title:
                    Managing Partner, Alder Capital LLC

                
	 	 	 
	 	
                  Investment
                    Amount: $340,000.00

                
	 	
                  Tax
                    ID No.: 98-0454468

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o
                    Alder Capital

                
	 	
                  12750
                    High Bluff Drive, Suite 120

                
	 	
                  San
                    Diego, CA 92130

                
	 	
                  Attn:
                    Mchael Licosati

                
	 	
                  T:  
                    858-259-3900, Ext 101

                
	 	
                  F:  
                    858-259-3272

                
	 	
                  mlicosati@aldercap.com

                
	 	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  UBS

                
	 	
                  555
                    California Street, Suite 4650 

                
	 	
                  San
                    Francisco, CA 94104

                
	 	
                  Attn:
                    Marcus Javier

                
	 	
                  Tel:  
                    415-352-5643

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Lake
                    Street Fund, L.P.

                
	 	 
	 	
                  By:
                    

                	
                  /s/
                    Scott W. Hood

                
	 	
                   

                	
                  Name:
                    Scott W. Hood

                
	 	
                	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  Investment
                    Amount: $1,000,000.00

                
	 	
                  Tax
                    ID No.: 02-0638508

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	
                  First
                    Wilshire Securities Management, Inc.

                
	 	
                  1224
                    East Green Street, Suite 200

                
	 	
                  Pasadena,
                    CA 91106

                
	 	
                  Attn:
                    Scott Hood

                
	 	
                  T:  
                    626-796-6622 

                
	 	
                  F:  
                    626-796-8990

                
	 	
                  scott@firstwilshire.com

                


        

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Gregory
                    Cook Wedbush Morgan Sec Inc. CTDN

                
	 	
                  IRA
                    Contributory 1/16/02

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Gregory Cook

                
	 	
                   

                	
                  Name:
                    Gregory Cook

                
	 	
                   

                	
                  Title:
                    Acct owner

                
	 	 	 
	 	
                  Investment
                    Amount: $25,000.00

                
	 	
                  Tax
                    ID No.: ###-##-####

                
	 	 
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Gregory
                    Cook

                
	 	
                  5132
                    Jessen Drive

                
	 	
                  La
                    Canada Flintridge, CA 91011

                
	 	
                  Attn:
                    Gregory Cook 

                
	 	
                  T:  
                    818-644-0485

                
	 	
                  F:  
                    866-882-8797

                
	 	
                  gregoryacook@yahoo.com

                
	 	 
	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  First
                    Wilshire Securities Management, Inc.

                
	 	
                  1224
                    East Green Street, Suite 200

                
	 	
                  Pasadena,
                    CA 91106

                
	 	
                  Attn:
                    Mitch Howard

                
	 	
                  T:
                    626-796-6622 

                
	 	
                  F:
                    626-796-8990

                
	 	
                  mitch@firstwilshire.com

                


        

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Fred
                    L. Astman Wedbush Morgan Securities Inc. CTDN

                
	 	
                  IRA
                    R/O Holding 10/13/92

                
	 	 
	 	
                  Investment
                    Amount: $125,000.00

                
	 	
                  Tax
                    ID No.: ###-##-####

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Fred L. Astman

                
	 	
                	
                  Name:
                    Fred L. Astman

                
	 	
                	
                  Title:
                    Acct owner

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Fred
                    L. Astman

                
	 	
                  1224
                    East Green Street, Suite 200

                
	 	
                  Pasadena,
                    CA 91106

                
	 	
                  Attn:
                    Fred L. Astman

                
	 	
                  T: 
                     626-796-6622

                
	 	
                  F:  
                    626-796-8990

                
	 	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  First
                    Wilshire Securities Management, Inc.

                
	 	
                  1224
                    East Green Street, Suite 200

                
	 	
                  Pasadena,
                    CA 91106

                
	 	
                  Attn:
                    Mitch Howard

                
	 	
                  T:
                    626-796-6622 

                
	 	
                  F:
                    626-796-8990

                
	 	
                  mitch@firstwilshire.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  John
                    Peter Selda Wedbush Morgan Securities Inc. CTDN

                
	 	
                  IRA
                    Contributory 08/27/96

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    John Peter Selda

                
	 	
                	
                  Name:
                    John Peter Selda

                
	 	
                	
                  Title:
                    Acct Owner

                
	 	 	 
	 	
                  Investment
                    Amount: $50,000.00

                
	 	
                  Tax
                    ID No.: ###-##-####

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 
	 	
                  John
                    Peter Selda

                
	 	
                  350
                    Sharon Park Drive #S-1

                
	 	
                  Menlo
                    Park, CA 94025

                
	 	
                  Attn:
                    John Peter Selda

                
	 	
                  T:  
                    805-443-4345

                


        

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	
                  First
                    Wilshire Securities Management, Inc.

                
	 	
                  1224
                    East Green Street, Suite 200

                
	 	
                  Pasadena,
                    CA 91106

                
	 	
                  Attn:
                    Mitch Howard

                
	 	
                  T:  
                    626-796-6622 

                
	 	
                  F:  
                    626-796-8990

                
	 	
                  mitch@firstwilshire.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Kensington
                    Partners LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Richard J. Keim

                
	 	
                	
                  Name:
                    Richard J. Keim

                
	 	
                   

                	
                  Title:
                    Managing Partner

                
	 	 	 
	 	
                  Investment
                    Amount: $678,976.00

                
	 	
                  Tax
                    ID No.: 13-3368535

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Kensington
                    Partners LP

                
	 	
                  200
                    Park Avenue, Suite 3300

                
	 	
                  New
                    York, NY 10166

                
	 	
                  Attn:
                    Richard J. Keim

                
	 	
                  T:  
                    212-808-2441

                
	 	
                  F:  
                    212-808-7306

                
	 	
                  kensingtonlp@earthlink.net

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Bald
                    Eagle Fund Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Richard J. Keim

                
	 	
                   

                	
                  Name:
                    Richard J. Keim

                
	 	
                	
                  Title:
                    Managing Partner

                
	 	 	 
	 	
                  Investment
                    Amount: $31,024.00

                
	 	
                  Tax
                    ID No.: n/a

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Kensington
                    Partners LP

                
	 	
                  200
                    Park Avenue, Suite 3300

                
	 	
                  New
                    York, NY 10166

                
	 	
                  Attn:
                    Richard J. Keim

                
	 	
                  T:  
                    212-808-2441

                
	 	
                  F:  
                    212-808-7306

                
	 	
                  kensingtonlp@earthlink.net

                


        

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Charles
                    Nirenberg

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Richard J. Keim

                
	 	
                   

                	
                  Name:
                    Richard J. Keim

                
	 	
                	
                  Title:
                    Managing Partner, Kensington Management
                    Group, LLC

                
	 	 	 
	 	
                  Investment
                    Amount: $70,000.00

                
	 	
                  Tax
                    ID No.: ###-##-####

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Kensington
                    Partners LP

                
	 	
                  200
                    Park Avenue, Suite 3300

                
	 	
                  New
                    York, NY 10166

                
	 	
                  Attn:
                    Richard J. Keim

                
	 	
                  T:  
                    212-808-2441

                
	 	
                  F:  
                    212-808-7306

                
	 	
                  kensingtonlp@earthlink.net

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Peter
                    B. Orthwien Family Trust

                
	 	 
	 	
                  By:
                    

                	
                  /s/
                    Richard J. Keim

                
	 	
                	
                  Name:
                    Richard J. Keim

                
	 	
                   

                	
                  Title:
                    Managing Partner, Kensington Management
                    Group, LLC

                
	 	 	 
	 	
                  Investment
                    Amount:  $100,000.00

                
	 	
                  Tax
                    ID No.: 13-6828580

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Kensington
                    Partners LP

                
	 	
                  200
                    Park Avenue, Suite 3300

                
	 	
                  New
                    York, NY 10166

                
	 	
                  Attn:
                    Richard J. Keim

                
	 	
                  T:  
                    212-808-2441

                
	 	
                  F:  
                    212-808-7306

                
	 	
                  kensingtonlp@earthlink.net

                


        

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Guerrilla
                    Partners LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Peter Siris

                
	 	
                	
                  Name:
                    Peter Siris

                
	 	
                	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  Investment
                    Amount: $400,000.00

                
	 	
                  Tax
                    ID No.: 52-2141646

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    Guerrilla Capital

                
	 	
                  237
                    Park Ave 9th Fl

                
	 	
                  New
                    York, NY 10017

                
	 	
                  Attn:
                    Peter Siris

                
	 	
                  Tel:  
                    212-692-7692

                
	 	
                  Fax:  
                    212-692-7624

                
	 	
                  Email:
                    psiris@ix.netcom.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Hua
                    - Mei Century Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Peter Siris

                
	 	
                	
                  Name:
                    Peter Siris

                
	 	
                	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  Investment
                    Amount: $400,000.00

                
	 	
                  Tax
                    ID No.: 20-8026466

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  c/o
                    Guerrilla Capital

                
	 	
                  237
                    Park Ave 9th Fl

                
	 	
                  New
                    York, NY 10017

                
	 	
                  Attn:
                    Peter Siris

                
	 	
                  Tel:  
                    212-692-7692

                
	 	
                  Fax:  
                    212-692-7624

                
	 	
                  Email:
                    psiris@ix.netcom.com

                


        

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Clarus
                    Capital LLC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Ephraim Fields

                
	 	
                	
                  Name:
                    Ephraim Fields

                
	 	
                	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  Investment
                    Amount: $640,000.00

                
	 	
                  Tax
                    ID No.: 20-2351255

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 
	 	
                  Clarus
                    Capital

                
	 	
                  237
                    Park Avenue, 9th Floor

                
	 	
                  New
                    York, NY 10017

                
	 	
                  Attn:
                    Ephraim Fields

                
	 	
                  T:  
                    212-808-7330

                
	 	
                  F:  
                    212-208-7335

                
	 	
                  ephraim@claruscapitallp.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Clarus
                    Capital Offshore Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Ephraim Fields

                
	 	
                	
                  Name:
                    Ephraim Fields

                
	 	
                	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  Investment
                    Amount: $160,000.00

                
	 	
                  Tax
                    ID No.: n/a

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  Clarus
                    Capital

                
	 	
                  237
                    Park Avenue, 9th Floor

                
	 	
                  New
                    York, NY 10017

                
	 	
                  Attn:
                    Ephraim Fields

                
	 	
                  T:  
                    212-808-7330

                
	 	
                  F:  
                    212-208-7335

                
	 	
                  ephraim@claruscapitallp.com

                


        

         

        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Fort
                    Mason Master, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Dan German

                
	 	
                	
                  Name:
                    Dan German

                
	 	
                	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  Investment
                    Amount: $751,280.00

                
	 	
                  Tax
                    ID No.: 98-0442713

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 	 
	 	
                  Fort
                    Mason Capital, LLC

                
	 	
                  580
                    California Street, Suite 1925

                
	 	
                  San
                    Francisco, CA 94104

                
	 	
                  Attn:
                    Marshall Jensen / David Smolen

                
	 	
                  T:  
                    415-288-8100

                
	 	
                  F:  
                    415-288-8113

                
	 	
                  mjensen@fortmasoncapital.com
                    / 

                
	 	
                  Dsmolen@fortmasoncapital.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Fort
                    Mason Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Dan German

                
	 	
                	
                  Name:
                    Dan German

                
	 	
                	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  Investment
                    Amount: $48,720.00

                
	 	
                  Tax
                    ID No.: 20-2009438

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 	 
	 	
                  Fort
                    Mason Capital, LLC

                
	 	
                  580
                    California Street, Suite 1925

                
	 	
                  San
                    Francisco, CA 94104

                
	 	
                  Attn:
                    Marshall Jensen / David Smolen

                
	 	
                  T: 
                     415-288-8100

                
	 	
                  F:  
                    415-288-8113

                
	 	
                  mjensen@fortmasoncapital.com
                    / 

                
	 	
                  Dsmolen@fortmasoncapital.com

                


        

         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Third
                    Coast Capital, QP, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    David May

                
	 	
                	
                  Name:
                    David May

                
	 	
                	
                  Title:  
                    Managing Member, Third Coast Capital
                    GP, LLC (the general partner of
                    Third Coast Capital Management, L.P.)

                
	 	 	 
	 	
                  Investment
                    Amount: $495,128.00

                
	 	
                  Tax
                    ID No.: 74-3131650

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  Third
                    Coast Capital

                
	 	
                  5914
                    W. Courtyard Dr., Suite 190

                
	 	
                  Austin,
                    TX 78730

                
	 	
                  Attn:
                    Stephanie Harper

                
	 	
                  T:  
                    512-306-7277

                
	 	
                  F:  
                    512-306-0267

                
	 	
                  stephanie@thirdcoastcap.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Third
                    Coast Capital, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    David May

                
	 	
                	
                  Name:
                    David May

                
	 	
                	
                  Title:  
                    Managing Member, Third Coast Capital
                    GP, LLC (the general partner of
                    Third Coast Capital Management, L.P.)

                
	 	 	 
	 	
                  Investment
                    Amount: $63,944.00

                
	 	
                  Tax
                    ID No.: 56-2483723

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  Third
                    Coast Capital

                
	 	
                  5914
                    W. Courtyard Dr., Suite 190

                
	 	
                  Austin,
                    TX 78730

                
	 	
                  Attn:
                    Stephanie Harper

                
	 	
                  T:  
                    512-306-7277

                
	 	
                  F:  
                    512-306-0267

                
	 	
                  stephanie@thirdcoastcap.com

                


        

         

        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Third
                    Coast Capital Offshore, Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    David May

                
	 	
                	
                  Name:
                    David May

                
	 	
                	
                  Title:
                    Director

                
	 	 	 
	 	
                  Investment
                    Amount: $120,928.00

                
	 	
                  Tax
                    ID No.: 98-0544900

                
	 	 	 
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Third
                    Coast Capital

                
	 	
                  5914
                    W. Courtyard Dr., Suite 190

                
	 	
                  Austin,
                    TX 78730

                
	 	
                  Attn:
                    Stephanie Harper

                
	 	
                  T:  
                    512-306-7277

                
	 	
                  F:  
                    512-306-0267

                
	 	
                  stephanie@thirdcoastcap.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Centaur
                    Value Fund, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Zeke Ashton

                
	 	
                	
                  Name:
                    Zeke Ashton

                
	 	
                	
                  Title:
                    Managing Partner, Centaur Capital

                
	 	 	 
	 	
                  Investment
                    Amount: $328,000.00

                
	 	
                  Tax
                    ID No.:74-3045248

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 	 
	 	
                  Centaur
                    Capital Partners

                
	 	
                  1460
                    Main Street, Suite 234

                
	 	
                  Southlake,
                    TX 76092

                
	 	
                  Attn:
                    Zeke Ashton

                
	 	
                  T:  
                    817-488-9632, ext 101

                
	 	
                  F:  
                    817-488-9648

                
	 	
                  zashton@centaurcapital.com

                


        

         

        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  United
                    Centaur Master Fund

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Zeke Ashton

                
	 	
                	
                  Name:
                    Zeke Ashton

                
	 	
                	
                  Title:
                    Managing Partner

                
	 	 	 
	 	
                  Investment
                    Amount: $232,000.00

                
	 	
                  Tax
                    ID No.: 98-0491400

                
	 	 
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Centaur
                    Capital Partners

                
	 	
                  1460
                    Main Street, Suite 234

                
	 	
                  Southlake,
                    TX 76092

                
	 	
                  Attn:
                    Zeke Ashton

                
	 	
                  T:  
                    817-488-9632, ext 101

                
	 	
                  F:  
                    817-488-9648

                
	 	
                  zashton@centaurcapital.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Ancora
                    Greater China Fund, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    John P. Micklitsch

                
	 	
                	
                  Name:
                    John P. Micklitsch

                
	 	
                	
                  Title:
                    VP

                
	 	 	 
	 	
                  Investment
                    Amount: $320,000.00

                
	 	
                  Tax
                    ID No.: 06-1819912

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Ancora
                    Advisors, LLC

                
	 	
                  One
                    Chagrin Highlands

                
	 	
                  2000
                    Auburn Drive, #300

                
	 	
                  Cleveland,
                    OH 44122

                
	 	
                  Attn:
                    John P. Micklitsch

                
	 	
                  T:  
                    216-593-5074

                
	 	
                  F:  
                    216-825-4001

                
	 	
                  johnmick@ancora.ws

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  MidSouth
                    Investor Fund LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Lyman O. Heidtke

                
	 	
                	
                  Name:
                    Lyman O. Heidtke

                
	 	
                	
                  Title:
                    General Partner

                
	 	 	 
	 	
                  Investment
                    Amount: $320,000.00

                
	 	
                  Tax
                    ID No.: 58-2566576

                


        

         

        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o
                    Heidtke & Company, Inc.

                
	 	
                  201
                    4th Ave. North, Suite 1950

                
	 	
                  Nashville,
                    TN 37219

                
	 	
                  Attn:
                    L.O. Heidtke

                
	 	
                  T:  
                    615-254-0992

                
	 	
                  F:  
                    615-254-1603

                
	 	
                  buzz@msifund.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Diamond
                    Opportunity Fund, LLC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Richard Marks

                
	 	
                	
                  Name:
                    Richard Marks

                
	 	
                	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  Investment
                    Amount: $320,000.00

                
	 	
                  Tax
                    ID No.: 20-3064823

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  c/o
                    Diamond Opportunity

                
	 	
                  500
                    Skokie Blvd., Suite 300

                
	 	
                  Northbrook,
                    IL 60062

                
	 	
                  Attn:
                    Richard Marks

                
	 	
                  T:  
                    847-559-1002

                
	 	
                  F:  
                    847-919-4410

                
	 	
                  rmarks@diagrp.com

                
	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Glacier
                    Partners

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Peter Castellanos

                
	 	
                	
                  Name:
                    Peter Castellanos

                
	 	
                	
                  Title:
                    Partner

                
	 	 	 
	 	
                  Investment
                    Amount: $280,000.00

                
	 	
                  Tax
                    ID No.: 90-0033612

                


        

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  Glacier
                    Partners

                
	 	
                  812
                    Anacapa Street, Suite B

                
	 	
                  Santa
                    Barbara, CA 93101

                
	 	
                  T: 
                     805-564-6769

                
	 	
                  F:  
                    805-564-6776

                
	 	
                  Attn:
                    Peter Castellanos

                
	 	
                  peter@glacierasset.com

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  The
                    USX China Fund

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Stephen L. Pair

                
	 	
                	
                  Name:
                    Stephen L. Pair

                
	 	
                   

                	
                  Title:
                    Portfolio Manager

                
	 	 	 
	 	
                  Investment
                    Amount: $240,000.00

                
	 	
                  Tax
                    ID No.: 20-2743092

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 
	 	
                  Parr
                    Financial Group, LLC

                
	 	
                  5700
                    Poplar Avenue, Suite 3117

                
	 	
                  Memphis,
                    TN 38137

                
	 	
                  Attn:
                    Kim 

                
	 	
                  T:  
                    901-680-5266

                
	 	
                  F:  
                    901-680-5587

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Berlin
                    Capital Growth, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Thomas G. Berlin

                
	 	
                	
                  Name:
                    Thomas G. Berlin

                
	 	
                	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  Investment
                    Amount: $200,000.00

                
	 	
                  Tax
                    ID No.: 34-1872691

                
	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 
	 	
                  Berlin
                    Financial Ltd

                
	 	
                  1325
                    Carnegie Avenue

                
	 	
                  Cleveland,
                    OH 44115

                
	 	
                  Attn:
                    Thomas G. Berlin

                
	 	
                  T:  
                    216-479-0400

                
	 	
                  F:  
                    216-623-1787

                
	 	
                  schapman@berlinfinancialltd.com

                


        

      

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

      
      

      Annex
        A

      


      SCHEDULE
        OF BUYERS

      


      


      
        	
                (1)

              	
                (2)

              
	
                Buyer

              	
                 

                 

                Address
                  and

                Facsimile
                  Number

              
	 	 
	
                Pinnacle
                  China Fund, L.P.

              	
                c/o
                  The Pinnacle China Fund, L.P.

                4965
                  Preston Park Blvd.

                Plano,
                  TX 75093

                Attn:
                  Barry M. Kitt

                Fax:
                  972-985-2122

              
	 	 
	
                JLF
                  Offshore Fund, Ltd

              	
                c/o
                  JLF Asset Management, LLC

                2775
                  Via de la Valle, Suite 204

                Del
                  Mar, CA 92014

                Attn:
                  Hien Tran

                Tel:
                  858-259-3440

                Fax:
                  858-259-3449

                htran@jlfllc.com

              
	 	 
	
                JLF
                  Partners I,LP

              	
                c/o
                  JLF Asset Management, LLC

                2775
                  Via de la Valle, Suite 204

                Del
                  Mar, CA 92014

                Attn:
                  Hien Tran

                Tel:
                  858-259-3440

                Fax:
                  858-259-3449

                htran@jlfllc.com

              
	 	 
	
                JFL
                  Concentrated Partners, LP

              	
                /o
                  JLF Asset Management, LLC

                2775
                  Via de la Valle, Suite 204

                Del
                  Mar, CA 92014

                Attn:
                  Hien Tran

                Tel:
                  858-259-3440

                Fax:
                  858-259-3449

                htran@jlfllc.com

              
	 	 
	
                JFL
                  Partners II, LP

              	
                /o
                  JLF Asset Management, LLC

                2775
                  Via de la Valle, Suite 204

                Del
                  Mar, CA 92014

                Attn:
                  Hien Tran

                Tel:
                  858-259-3440

                Fax:
                  858-259-3449

                htran@jlfllc.com

              


      

       

      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      
        	
                BLACK
                  RIVER COMMODITY SELECT FUND LTD.

              	
                Black
                  River Asset Management LLC

                12700
                  Whitewater Drive

                Minnetonka,
                  MN 55343-9438

                Attn:
                  Richard Gammill

                T:
                  952-984-3173

                F:
                  952-249-4038

                Richard.Gammill@black-river.com

              
	 	 
	
                BEAR
                  STEARNS SECURITY CORP. FBO J. STEVEN EMERSON IRA R/O
                  II

              	
                c/o
                  Steve Emerson

                1522
                  Ensley Ave

                Los
                  Angeles, CA 90024

                Attn:
                  Steve Emerson

                Tel:
                  310-553-4151

                Fax:
                  310-553-4187

                semerson@emersonig.com

              
	 	 
	
                BEAR
                  STEARNS SECURITY CORP. FBO J STEVEN EMERSON ROTH
                  IRA

              	
                c/o
                  Steve Emerson

                1522
                  Ensley Ave

                Los
                  Angeles, CA 90024

                Attn:
                  Steve Emerson

                Tel:
                  310-553-4151

                Fax:
                  310-553-4187

                semerson@emersonig.com

              
	 	 
	
                J
                  STEVEN EMERSON

              	
                c/o
                  Steve Emerson

                1522
                  Ensley Ave

                Los
                  Angeles, CA 90024

                Attn:
                  Steve Emerson

                Tel:
                  310-553-4151

                Fax:
                  310-553-4187

                semerson@emersonig.com
                  

              


      

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      
        	
                EMERSON
                  PARTNERS

              	
                c/o
                  Steve Emerson

                1522
                  Ensley Ave

                Los
                  Angeles, CA 90024

                Attn:
                  Steve Emerson

                Tel:
                  310-553-4151

                Fax:
                  310-553-4187

                semerson@emersonig.com

              
	 	 
	
                JAYHAWK
                  PRIVATE EQUITY FUND, L.P.

              	
                c/o
                  Jayhawk Private Equity GP. L.P.

                5410
                  West 61st Place, Suite 100

                Mission,
                  KS 66205

                Attn:
                  Michael D. Schmitz

                T:
                  913-642-2611

                F:
                  913-642-8661

                mike.schmitz@jayhawkcapital.com

              
	 	 
	
                JAYHAWK
                  PRIVATE EQUITY CO-INVEST FUND, L.P.

              	
                c/o
                  Jayhawk Private Equity GP. L.P.

                5410
                  West 61st Place, Suite 100

                Mission,
                  KS 66205

                Attn:
                  Michael D. Schmitz

                T:
                  913-642-2611

                F:
                  913-642-8661

                mike.schmitz@jayhawkcapital.com
                  

              
	 	 
	
                CAMOFI
                  MASTER LDC

              	
                CAMOFI
                  Master LDC

                c/o
                  Centrecourt Asset Management, LLC

                350
                  Madison Avenue, 8th Floor

                New
                  York, NY 10017

                Attn:
                  Jeffrey M. Haas

                T:
                  646-758-6750

                F:
                  646-758-6751

                Jhaas@centrecourtam.com

              


      

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      
        	
                QVT
                  Fund LP

              	
                QVT
                  Financial LP

                1177
                  6th Avenue, 9th Floor

                New
                  York, NY 10036

                Attn:
                  Yi Cen / Michael Rosenthal

                T:
                  212-705-8800

                F:
                  212-705-8801

                michael.rosenthal@qvt.co

              
	 	 
	
                Qwuintessence
                  Fund LP

              	
                QVT
                  Financial LP

                1177
                  6th Avenue, 9th Floor

                New
                  York, NY 10036

                Attn:
                  Yi Cen / Michael Rosenthal

                T:
                  212-705-8800

                F:
                  212-705-8801

                michael.rosenthal@qvt.co

              
	 	 
	
                Atlas
                  Allocation Fund L.P.

              	
                Atlas
                  Capital Management

                100
                  Crescent Court, Suite 880

                Dallas,
                  TX 75201

                Attn:
                  Caryn Peeples

                T:
                  214-999-6082

                F:
                  214-999-6095

                Caryn@atlascap.net

              
	 	 
	
                Southwell
                  Partners, L.P.

              	
                Southwell
                  Partners

                1901
                  North Akard Street

                Dallas,
                  TX 75201

                Attn:
                  Wilson Jaeggli

                T:
                  214-922-9696

                F:
                  214-922-9699

                wilson@southwellpartners.com

              


      

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      
        	
                Regent
                  Street Fund I LLC

              	
                Regent
                  Street Fund I LLC

                140
                  East 45th Street, 18th Floor

                New
                  York, NY 10017

                Attn:
                  Kent Whitaker

                T:
                  212-763-3733

                F:

                Email:
                  kwhitaker@regentstreetcap.com

              
	 	 
	
                Heller
                  Capital Investments, LLC

              	
                c/o:
                  Heller Capital Investments, LLC

                700
                  East Palisade Avenue, 1st Floor

                Englewood
                  Cliffs, NJ 07632

                Attn:
                  Steven Hart

                T:
                  201-816-4235

                F:
                  201-569-5014

                Shart@hellercapitalpartners.com

              
	 	 
	
                Westpark
                  Capital, L.P.

              	
                Westpark
                  Capital, L.P.

                4965
                  Preston Park Blvd, Suite 220

                Plano,
                  TX 75093

                Attn:
                  Patrick J. Brosnahan

                T:
                  972-985-2127

                F:
                  972-985-2161

                pat@westparkfund.com

              
	 	 
	
                Whitebox
                  Intermarket Partners, LP

              	
                c/o:
                  Whitebox Advisors, LLC

                3033
                  Excelsior Blvd., Suite 300

                Minneapolis,
                  MN 55416

                Attn:
                  Barb Reller

                T:
                  612-253-6014

                F:
                  612-253-6114

                breller@whiteboxadvisors.com

              


      

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      
        	
                Straus
                  Partners, LP

              	
                Straus
                  Asset Management

                320
                  Park Avenue, 10th Floor

                New
                  York, NY 10022

                Attn:
                  Craig Connors

                T:
                  212-415-7274

                F:
                  212-415-7256

                cconnors@strauspartners.com

              
	 	 
	
                Straus-GEPT
                  Partners, LP

              	
                Straus
                  Asset Management

                320
                  Park Avenue, 10th Floor

                New
                  York, NY 10022

                Attn:
                  Craig Connors

                T:
                  212-415-7274

                F:
                  212-415-7256

                cconnors@strauspartners.com

              
	 	 
	
                Alder
                  Capital Partners I, L.P.

              	
                c/o
                  Alder Capital

                12750
                  High Bluff Drive, Suite 120

                San
                  Diego, CA 92130

                Attn:
                  Mchael Licosati

                T:
                  858-259-3900, Ext 101

                F:
                  858-259-3272

                mlicosati@aldercap.com

              
	 	 
	
                Alder
                  Offshore Partners, Ltd.

              	
                c/o
                  Alder Capital

                12750
                  High Bluff Drive, Suite 120

                San
                  Diego, CA 92130

                Attn:
                  Mchael Licosati

                T:
                  858-259-3900, Ext 101

                F:
                  858-259-3272

                mlicosati@aldercap.com

              


      

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      
        	
                Lake
                  Street Fund, L.P.

              	
                First
                  Wilshire Securities Management, Inc.

                1224
                  East Green Street, Suite 200

                Pasadena,
                  CA 91106

                Attn:
                  Scott Hood

                T:
                  626-796-6622 

                F:
                  626-796-8990

                scott@firstwilshire.com

              
	 	 
	
                Gregory
                  Cook Wedbush Morgan Sec Inc CTDN IRA Contributory
                  1/16/02

              	
                Gregory
                  Cook

                5132
                  Jessen Drive

                La
                  Canada Flintridge, CA 91011

                Attn:
                  Gregory Cook 

                T:
                  818-644-0485

                F:
                  866-882-8797

                gregoryacook@yahoo.com

              
	 	 
	
                Fred
                  L. Astman Wedbush Morgan Securities Inc CTDN IRA R/O Holding
                  10/13/92

              	
                Fred
                  L. Astman

                1224
                  East Green Street, Suite 200

                Pasadena,
                  CA 91106

                Attn:
                  Fred L. Astman

                T:
                  626-796-6622

                F:
                  626-796-8990

              
	 	 
	
                John
                  Peter Selda Wedbush Morgan Securites Inc CTDN IRA Contributory
                  08/27/96

              	
                John
                  Peter Selda

                350
                  Sharon Park Drive #S-1

                Menlo
                  Park, CA 94025

                Attn:
                  John Peter Selda

                T:
                  805-443-4345

              


      

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      
        	
                Kensington
                  Partners LP

              	
                Kensington
                  Partners LP

                200
                  Park Avenue, Suite 3300

                New
                  York, NY 10166

                Attn:
                  Richard J. Keim

                T:
                  212-808-2441

                F:
                  212-808-7306

                kensingtonlp@earthlink.net

              
	 	 
	
                Bald
                  Eagle Fund Ltd

              	
                Kensington
                  Partners LP

                200
                  Park Avenue, Suite 3300

                New
                  York, NY 10166

                Attn:
                  Richard J. Keim

                T:
                  212-808-2441

                F:
                  212-808-7306

                kensingtonlp@earthlink.net

              
	 	 
	
                Charles
                  Nirenberg

              	
                Kensington
                  Partners LP

                200
                  Park Avenue, Suite 3300

                New
                  York, NY 10166

                Attn:
                  Richard J. Keim

                T:
                  212-808-2441

                F:
                  212-808-7306

                kensingtonlp@earthlink.net

              
	 	 
	
                Peter
                  B. Orthwein Family Trust

              	
                Kensington
                  Partners LP

                200
                  Park Avenue, Suite 3300

                New
                  York, NY 10166

                Attn:
                  Richard J. Keim

                T:
                  212-808-2441

                F:
                  212-808-7306

                kensingtonlp@earthlink.net

              


      

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      
        	
                Guerrilla
                  Partners LP

              	
                c/o
                  Guerrilla Capital

                237
                  Park Ave 9th Fl

                New
                  York, NY 10017

                Attn:
                  Peter Siris

                Tel:
                  212-692-7692

                Fax:
                  212-692-7624

                Email:
                  psiris@ix.netcom.com

              
	 	 
	
                Hua
                  - Mei 21st Century Partners, LP

              	
                c/o
                  Guerrilla Capital

                237
                  Park Ave 9th Fl

                New
                  York, NY 10017

                Attn:
                  Peter Siris

                Tel:
                  212-692-7692

                Fax:
                  212-692-7624

                Email:
                  psiris@ix.netcom.com

              
	 	 
	
                Clarus
                  Capital LLC

              	
                Clarus
                  Capital

                237
                  Park Avenue, 9th Floor

                New
                  York, NY 10017

                Attn:
                  Ephraim Fields

                T:
                  212-808-7330

                F:
                  212-208-7335

                ephraim@claruscapitallp.com

              
	 	 
	
                Clarus
                  Capital Offshore Ltd.

              	
                Clarus
                  Capital

                237
                  Park Avenue, 9th Floor

                New
                  York, NY 10017

                Attn:
                  Ephraim Fields

                T:
                  212-808-7330

                F:
                  212-208-7335

                ephraim@claruscapitallp.com

              


      

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      
        	
                Fort
                  Mason Master, LP

              	
                Fort
                  Mason Capital, LLC

                580
                  California Street, Suite 1925

                San
                  Francisco, CA 94104

                Attn:
                  Marshall Jensen / David Smolen

                T:
                  415-288-8100

                F:
                  415-288-8113

                mjensen@fortmasoncapital.com
                  / 

                Dsmolen@fortmasoncapital.com

              
	 	 
	
                Fort
                  Mason Partners, LP

              	
                Fort
                  Mason Capital, LLC

                580
                  California Street, Suite 1925

                San
                  Francisco, CA 94104

                Attn:
                  Marshall Jensen / David Smolen

                T:
                  415-288-8100

                F:
                  415-288-8113

                mjensen@fortmasoncapital.com
                  / 

                Dsmolen@fortmasoncapital.com

              
	 	 
	
                Third
                  Coast Capital QP, L.P.

              	
                Third
                  Coast Capital

                5914
                  W. Courtyard Dr., Suite 190

                Austin,
                  TX 78730

                Attn:
                  Stephanie Harper

                T:
                  512-306-7277

                F:
                  512-306-0267

                stephanie@thirdcoastcap.com

              
	 	 
	
                Third
                  Coast Capital, L.P.

              	
                Third
                  Coast Capital

                5914
                  W. Courtyard Dr., Suite 190

                Austin,
                  TX 78730

                Attn:
                  Stephanie Harper

                T:
                  512-306-7277

                F:
                  512-306-0267

                stephanie@thirdcoastcap.com

              


      

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        	
                Third
                  Coast Capital Offshore, Ltd.

              	
                Third
                  Coast Capital

                5914
                  W. Courtyard Dr., Suite 190

                Austin,
                  TX 78730

                Attn:
                  Stephanie Harper

                T:
                  512-306-7277

                F:
                  512-306-0267

                stephanie@thirdcoastcap.com

              
	 	 
	
                Centaur
                  Value Fund, L.P.

              	
                Centaur
                  Capital Partners

                1460
                  Main Street, Suite 234

                Southlake,
                  TX 76092

                Attn:
                  Zeke Ashton

                T:
                  817-488-9632, ext 101

                F:
                  817-488-9648

                zashton@centaurcapital.com

              
	 	 
	
                United
                  Centaur Master Fund

              	
                Centaur
                  Capital Partners

                1460
                  Main Street, Suite 234

                Southlake,
                  TX 76092

                Attn:
                  Zeke Ashton

                T:
                  817-488-9632, ext 101

                F:
                  817-488-9648

                zashton@centaurcapital.com

              
	 	 
	
                Ancora
                  Greater China Fund, LP

              	
                Ancora
                  Advisors, LLC

                One
                  Chagrin Highlands

                2000
                  Auburn Drive, #300

                Cleveland,
                  OH 44122

                Attn:
                  John P. Micklitsch

                T:
                  216-593-5074

                F:
                  216-825-4001

                johnmick@ancora.ws

              


      

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      
        	
                MidSouth
                  Investor Fund LP

              	
                c/o
                  Heidtke & Company, Inc.

                201
                  4th Ave. North, Suite 1950

                Nashville,
                  TN 37219

                Attn:
                  L.O. Heidtke

                T:
                  615-254-0992

                F:
                  615-254-1603

                buzz@msifund.com

              
	 	 
	
                Diamond
                  Opportunity Fund, LLC

              	
                c/o
                  Diamond Opportunity

                500
                  Skokie Blvd., Suite 300

                Northbrook,
                  IL 60062

                Attn:
                  Richard Marks

                T:
                  847-559-1002

                F:
                  847-919-4410

                rmarks@diagrp.com

              
	 	 
	
                Glacier
                  Partners

              	
                Glacier
                  Partners

                812
                  Anacapa Street, Suite B

                Santa
                  Barbara, CA 93101

                T:
                  805-564-6769

                F:
                  805-564-6776

                Attn:
                  Peter Castellanos

                peter@glacierasset.com

              
	 	 
	
                The
                  USX China Fund

              	
                Parr
                  Financial Group, LLC

                5700
                  Poplar Avenue, Suite 3117

                Memphis,
                  TN 38137

                Attn:
                  Kim 

                T:
                  901-680-5266

                F:
                  901-680-5587

              
	 	 
	
                Berlin
                  Capital Growth, L.P.

              	
                Berlin
                  Financial Ltd

                1325
                  Carnegie Avenue

                Cleveland,
                  OH 44115

                Attn:
                  Thomas G. Berlin

                T:
                  216-479-0400

                F:
                  216-623-1787

                schapman@berlinfinancialltd.com

              


      

      


      
        
          
          

        

        
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      Annex
        B

      


      DISBURSEMENT
        REQUEST

      


      Zhongpin
        Inc.

      c/o
        Henan Zhongpin Food Share Co., Ltd.

      21
        Changshe Road

      Changge
        City, Henan Province

      The
        People’s Republic of China

      


      
        	
                European
                  American Equities, Ltd.

                350
                  Madison Avenue, 8th Floor

                New
                  York, New York 10017

                 

              	 	
                Roth
                  Capital Partners, LLC

                24
                  Corporate Plaza

                Newport
                  Beach, California
                  92660

              


      

      


      


      September
        __, 2007

      


      


      


      Pryor
        Cashman LLP

      410
        Park
        Avenue

      New
        York,
        New York 10022

      


      


      
        	
              	Re:	
                Zhongpin
                  Inc.

              


      

      
 

      


      Ladies
        and Gentlemen:

      


      Reference
        is made to the Securities Purchase Agreement dated as of September 28, 2007
        (the
“Purchase Agreement”) among Zhongpin Inc. (the “Company”) and the Investors
        named therein and acknowledged and agreed to by Pryor Cashman LLP solely
        as to
        Section 2.2(c) thereof. Capitalized terms used and not defined herein shall
        have
        the respective meanings as set forth in the Purchase Agreement.

      


      Pursuant
        to the Purchase Agreement, there has been deposited into your escrow account
        immediately available funds in the amount of $______ (the “Escrow Amount”).
        Pursuant to the provisions of Section 2.2(c) of the Purchase Agreement, as
        the
        Closing has occurred, you are hereby instructed to disburse from your escrow
        account on the date hereof (or as soon as practicable hereafter) the Escrow
        Amount by wire transfer of immediately available funds
        solely
        in accordance with the flow of funds attached hereto as Exhibit
        A.

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      
        	 	Very truly yours,
	 	 	 
	 	Zhongpin
                Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
                Zhu Xianfu 
	 	Title:
                Authorized Signatory


      

       

       

       

      
        	 	 	 
	 	European
                American Equities, Ltd.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
                John F. Steinmetz
	 	Title:
                Chief Executive Officer



        	 	 	 
	 	Roth
                Capital
                Partners, LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:

	 	Title 


      

      


      


      ACCEPTED
        AND AGREED:

      


      Pryor
        Cashman, LLP, as Escrow Agent

      


      

        
          	
                  By:  

                	  
	 
	 	
                  Name:
                    Eric M. Hellige

                	 
	 	
                  Title:
                    Partner

                	 


        

      

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      Exhibit
        A

      


      FLOW
        OF FUNDS AND WIRE INSTRUCTIONS

      


      


      $[ 
         ] shall
        be
        distributed to the account of Zhongpin
        Inc.
        using
        the following payment instructions: 

      


      Bank:
         

      Address:
         

      SWIFT:
         

      Account:
         

      Account
        No.:
         

      


      


      $[  
        ] shall
        be
        distributed to the account of Roth
        Capital Partners, LLC
        for the
        payment of placement
        agent fees using
        the
        following payment instructions: 

      


      Bank:
         

      Address:
         

      SWIFT:
         

      Account:
         

      Account
        No.:
         

      


      


      $[  
        ] shall
        be
        distributed to the account of TerraNova
        Capital Partners, Inc.
        for the
        payment of placement
        agent fees using
        the
        following payment instructions: 

      


      Bank:
         

      Address:
         

      SWIFT:
         

      Account:
         

      Account
        No.:  

      


      


      $[  
        ] shall
        be
        distributed to the account of Pryor
        Cashman LLP
        for the
        payment of legal
        fees
        using
        the following payment instructions: 

      


      Bank:
         

      Address:
         

      SWIFT:
         

      Account:
         

      Account
        No.:
         

      


      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

      


      $[  
        ] shall
        be
        distributed to the account of Bryan
        Cave LLP
        for the
        payment of legal
        fees
        using
        the following payment instructions: 

      


      Bank:
         

      Address:
         

      SWIFT:
         

      Account:
         

      Account
        No.:
         

      


      


      
        
          
          

        

        
          69