Unassociated Document


    
       

      REGISTRATION
        RIGHTS AGREEMENT

      


      


      This
        Registration Rights Agreement (this "Agreement")
        is made
        and entered into as of September 28, 2007, by and among Zhongpin Inc., a
        Delaware corporation (the "Company"),
        and
        the investors signatory hereto (each an "Investor"
        and
        collectively, the "Investors").

      


      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof among the Company and the Investors (the "Purchase
        Agreement").

      


      The
        Company and the Investors hereby agree as follows: 

      


      1. Definitions.
        Capitalized terms used and not otherwise defined herein that are defined
        in the
        Purchase Agreement will have the meanings given such terms in the Purchase
        Agreement. As used in this Agreement, the following terms have the respective
        meanings set forth in this Section 1:

      


      “Advice”
        has
        the
        meaning set forth in Section 7(d).

      


      "Commission
        Comments" means
        written comments pertaining
        solely to Rule 415 which
        are
        received by the Company from the Commission, and a copy of which shall have
        been
        provided by the Company to the Holders, to a filed Registration Statement
        which
        either (i) requires the Company to limit the amount of shares which may be
        included therein to a number of shares which is less than such amount sought
        to
        be included thereon as filed with the Commission or (ii) requires the Company
        to
        either exclude shares held by certain Holders or deem such Holders to be
        underwriters with respect to their Registrable Securities.

      


      “Cut
        Back Shares”
has
        the
        meaning set forth in Section 2(b).

      


      "Effective
        Date"
        means as
        to (i) the initial Registration Statement required to be filed pursuant to
        Section 2(a), (ii) any additional Registration Statements required to be
        filed
        due to SEC Restrictions and/or (iii) a Registration Statement required to
        be
        filed under Section 2(c) the date on which such Registration Statement is
        first
        declared effective by the Commission; provided that the Company shall use
        its
        reasonable best efforts to cause the Effective Date of any such Registration
        Statement to occur as soon as possible following the date on which such
        Registration Statement is initially filed with the Commission.

      


      "Effectiveness
        Period"
        means,
        as to any Registration Statement required to be filed pursuant to this
        Agreement, the period commencing on the Effective Date of such Registration
        Statement and ending on the earliest to occur of (a) the second anniversary
        of
        such Effective Date, (b) such time as all of the Registrable Securities covered
        by such Registration Statement have been publicly sold by the Holders of
        the
        Registrable Securities included therein, or (c) such time as all of the
        Registrable Securities covered by such Registration Statement may
        be
        sold by the Holders without volume restrictions pursuant to Rule 144, in
        each
        case as determined by the counsel to the Company pursuant to a written opinion
        letter to such effect, addressed and acceptable to the Company's transfer
        agent
        and the affected Holders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Exchange
        Act"
        means
        the Securities Exchange Act of 1934, as amended.

      


      "Filing
        Date"
        means
        (a) with respect to the initial Registration Statement required to be filed
        pursuant to Section 2(a), the 75th
        day
        following the Closing Date, (b) with respect to any additional Registration
        Statements required to be filed due to SEC Restrictions, the 60th
        day
        following the applicable Restriction Termination Date and (c) with respect
        to a
        Registration Statement required to be filed under Section 2(c), the
        60th
        day
        following the date on which the Company becomes eligible to utilize Form
        S-3 to
        register the resale of Common Stock;
        provided that,
        if the
        Filing Date falls on a Saturday,
        Sunday or any other day which shall be a legal holiday or a day on which
        the
        Commission is authorized or required by law or other government actions to
        close, the Filing Date shall be the following Business Day.

      


      "Holder"
        or
"Holders"
        means
        the registered holder or holders, as the case may be, from time to time of
        Registrable Securities.

      


      “Indemnified
        Party”
        has the
        meaning set forth in Section 6(c).

      


      “Indemnifying
        Party”
        has the
        meaning set forth in Section 6(c).

      


      “Losses”
        has the
        meaning set forth in Section 6(a).

      


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

      


      "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.

      


      “Prospectus”
        means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

      


      “Registrable
        Securities”
        means:
        (i) the Shares, (ii) any shares of Common Stock issuable upon exercise of
        warrants issued to any placement agent as compensation in connection with
        the
        financing that is the subject of the Purchase Agreement ("Placement
        Agent Warrant Shares"),
        and
        (iii) any securities issued or issuable upon any stock split, dividend or
        other
        distribution, recapitalization or similar event, or any exercise price
        adjustment with respect to any of the securities referenced in (i) or (ii)
        above; provided,
        however,
        following such time as any of the securities described in clauses (i), (ii)
        or
        (iii) above (a) have been sold by a Holder pursuant to a Registration Statement
        or Rule 144 or (b) may be sold by a Holder without volume restrictions pursuant
        to Rule 144, as determined by the counsel to the Company pursuant to a written
        opinion letter to such effect, addressed and acceptable to the Company's
        transfer agent and the affected Holders, then such securities shall cease
        to be
        considered “Registrable Securities” for purposes of this Agreement.

       

      
        
          
          

        

        
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      "Registration
        Statement"
        means
        the registration statement required to be filed in accordance with Section
        2(a)
        and any additional registration statements required to be filed hereunder,
        including (in each case) the Prospectus, amendments and supplements to such
        registration statements or Prospectus, including pre- and post-effective
        amendments, all exhibits thereto, and all material incorporated by reference
        or
        deemed to be incorporated by reference therein.

      


      “Restriction
        Termination Date”
has
        the
        meaning set forth in Section 2(b).

      


      "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.

      


      "Rule
        415"
        means
        Rule 415 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.

      


      "Rule
        424"
        means
        Rule 424 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
        Restrictions”
has
        the
        meaning set forth in Section 2(b).

      


      "Securities
        Act"
        means
        the Securities Act of 1933, as amended.

      


      "Shares"
        means
        the shares of Common Stock issued or issuable to the Investors pursuant to
        the
        Purchase Agreement.

      


      2. Registration.

      


      (a) On
        or
        prior to the applicable Filing Date, the Company shall prepare and file with
        the
        Commission a Registration Statement covering the resale of all Registrable
        Securities not already covered by an existing and effective Registration
        Statement for an offering to be made on a continuous basis pursuant to Rule
        415,
        on Form S-1 (or on such other form appropriate for such purpose). Such
        Registration Statement shall contain (except if otherwise required pursuant
        to
        written comments received from the Commission upon a review of such Registration
        Statement, other than as to the characterization of any Holder as an
        underwriter, which shall not occur without such Holder’s written consent) the
        "Plan of Distribution" attached hereto as Annex
        A.
        The
        Company shall use its reasonable best efforts to cause such Registration
        Statement to be declared effective under the Securities Act as
        soon as
        possible and shall use its reasonable best efforts to keep the Registration
        Statement continuously effective during the entire Effectiveness Period.
        By 9:30
        a.m. (New York City time) on the Business Day immediately following the
        Effective Date of such Registration Statement, the Company shall file with
        the
        Commission in accordance with Rule 424 under the Securities Act the final
        prospectus to be used in connection with sales pursuant to such Registration
        Statement (whether or not such filing is technically required under such
        Rule).

       

      
        
          
          

        

        
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      (b) Notwithstanding
        anything to the contrary contained in this Section 2, if the Company receives
        Commission Comments, and following discussions with and responses to the
        Commission in which the Company uses its reasonable best efforts and time
        to
        cause as many Registrable Securities for as many Holders as possible to be
        included in the Registration Statement filed pursuant to Section 2(a) without
        characterizing any Holder as an underwriter (and in such regard uses its
        reasonable best efforts to cause the Commission to permit the affected Holders
        or their respective counsel to participate in Commission conversations on
        such
        issue together with Company Counsel, and timely conveys relevant information
        concerning such issue with the affected Holders or their respective counsel),
        the Company is unable to cause the inclusion of all Registrable Securities,
        then
        the Company may, following not less than three (3) Trading Days prior written
        notice to the Holders (i) remove from the Registration Statement such
        Registrable Securities required by the Commission to be removed pursuant
        to the
        Commission Comments (the “Cut
        Back Shares”)
        and/or
        (ii) agree to such restrictions and limitations on the registration and resale
        of the Registrable Securities, in each case as the Commission may require
        in
        order for the Commission to allow such Registration Statement to become
        effective; provided,
        that in
        no event may the Company name any Holder as an underwriter without such Holder’s
        prior written consent (collectively, the “SEC
        Restrictions”).
        Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant
        to
        this Section 2(b) shall be allocated first among the Placement Agent Warrant
        Shares of the placement agents on a pro rata basis and then among the Shares
        of
        the Holders on a pro rata basis. From and after such time as the Company
        is able
        to effect the registration of the Cut Back Shares in accordance with any
        SEC
        Restrictions (such date, the “Restriction
        Termination Date”),
        all
        provisions of this Section 2 shall again be applicable to the Cut Back Shares
        (which, for avoidance of doubt, retain their character as “Registrable
        Securities”) so that the Company will be required to file with and cause to be
        declared effective by the Commission such additional Registration Statements
        in
        the time frames set forth herein as necessary to ultimately cause to be covered
        by effective Registration Statements all Registrable Securities (if such
        Registrable Securities cannot at such time be resold by the Holders thereof
        without volume limitations pursuant to Rule 144).

      


      (c) Promptly
        following any date on which the Company becomes eligible to use a registration
        statement on Form S-3 to register the Registrable Securities for resale,
        the
        Company shall file a registration statement on Form S-3 covering the Registrable
        Securities (or a post-effective amendment on Form S-3 to the then effective
        Registration Statement) and shall cause such Registration Statement to be
        filed
        by the Filing Date for such Registration Statement. The Company shall use
        its
        reasonable best efforts to cause such Registration Statement to be declared
        effective under the Securities Act as soon as possible and shall use its
        reasonable best efforts to keep the Registration Statement continuously
        effective under the Securities Act during the entire Effectiveness Period.
        Such
        Registration Statement shall contain (except if otherwise required pursuant
        to
        written comments received from the Commission upon a review of such Registration
        Statement, other than as to the characterization of any Holder as an
        underwriter, which shall not occur without such Holder’s written consent) the
        "Plan of Distribution" attached hereto as Annex
        A.
        By 9:30
        a.m. (New York City time) on the Business Day immediately following the
        Effective Date of such Registration Statement, the Company shall file with
        the
        Commission in accordance with Rule 424 under the Securities Act the final
        prospectus to be used in connection with sales pursuant to such Registration
        Statement (whether or not such filing is technically required under such
        Rule).

       

      
        
          
          

        

        
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      (d) Each
        Holder agrees to furnish to the Company a completed Questionnaire in the
        form
        attached to this Agreement as Annex
        B
        (a
“Selling
        Holder Questionnaire”).
        Notwithstanding anything to the contrary contained herein, the Company shall
        not
        be required to include the Registrable Securities of a Holder in a Registration
        Statement who fails to furnish to the Company a fully completed Selling Holder
        Questionnaire at least two Trading Days prior to the Filing Date (subject
        to the
        requirements set forth in Section 3(a)).

      


      3. Registration
        Procedures.

      


      In
        connection with the Company's registration obligations hereunder, the Company
        shall:

      


      (a) Not
        less
        than four Trading Days prior to the filing of a Registration Statement or
        any
        related Prospectus or any amendment or supplement thereto, the Company shall
        furnish to each Holder copies of the “Selling Stockholders” section of such
        document, the “Plan of Distribution” and any risk factor contained in such
        document that addresses specifically this transaction or the Selling
        Stockholders, as proposed to be filed which documents will be subject to
        the
        review of such Holder. The Company shall not file a Registration Statement,
        any
        Prospectus or any amendments or supplements thereto in which the “Selling
        Stockholder” section thereof differs from the disclosure received from a Holder
        in its Selling Holder Questionnaire (as amended or supplemented). The Company
        shall not file a Registration Statement, any Prospectus or any amendments
        or
        supplements thereto in which it (i) characterizes any Holder as an
        underwriter, (ii) excludes a particular Holder due to such Holder refusing
        to be named as an underwriter (except as otherwise permitted in Section
        2(b)), or (iii) reduces the number of Registrable Securities being
        registered on behalf of a Holder except pursuant to, in the case of subsection
        (iii), the Commission Comments, without, in each case, such Holder’s express
        written authorization.

      


      (b) (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to each Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep such Registration Statement continuously
        effective as to the applicable Registrable Securities for its Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement, and as so supplemented
        or
        amended to be filed pursuant to Rule 424; (iii) respond as promptly as
        reasonably possible to any comments received from the Commission with respect
        to
        each Registration Statement or any amendment thereto and, as promptly as
        reasonably possible provide the Holders true and complete copies of all
        correspondence from and to the Commission relating to such Registration
        Statement that would not result in the disclosure to the Holders of material
        and
        non-public information concerning the Company; and (iv) comply in all material
        respects with the provisions of the Securities Act and the Exchange Act with
        respect to the Registration Statement(s) and the disposition of all Registrable
        Securities covered by each Registration Statement.

       

      
        
          
          

        

        
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      (c) Notify
        the Holders as promptly as reasonably possible (and, in the case of (i)(A)
        below, not less than three Trading Days prior to such filing and in the case
        of
        (iii) below, on the same day of receipt by the Company of such notice from
        the
        Commission and, in the case of (v) below, not less than three Trading Days
        prior
        to the financial statements in any Registration Statement becoming ineligible
        for inclusion therein) and (if requested in writing by any such Person) confirm
        such notice in writing no later than one Trading Day following the day (i)(A)
        when a Prospectus or any Prospectus supplement or post-effective amendment
        to a
        Registration Statement is proposed to be filed; (B) when the Commission notifies
        the Company whether there will be a "review" of such Registration Statement
        and
        whenever the Commission comments in writing on such Registration Statement
        (the
        Company shall provide true and complete copies thereof and all written responses
        thereto to each of the Holders that pertain to the Holders as a Selling
        Stockholder or to the Plan of Distribution, but not information which the
        Company believes would constitute material and non-public information); and
        (C)
        with respect to each Registration Statement or any post-effective amendment,
        when the same has become effective; (ii) of any request by the Commission
        or any
        other Federal or state governmental authority for amendments or supplements
        to a
        Registration Statement or Prospectus or for additional information; (iii)
        of the
        issuance by the Commission of any stop order suspending the effectiveness
        of a
        Registration Statement covering any or all of the Registrable Securities
        or the
        initiation of any Proceedings for that purpose; (iv) of the receipt by the
        Company of any notification with respect to the suspension of the qualification
        or exemption from qualification of any of the Registrable Securities for
        sale in
        any jurisdiction, or the initiation or threatening of any Proceeding for
        such
        purpose; and (v) of the occurrence of any event or passage of time that makes
        the financial statements included in a Registration Statement ineligible
        for
        inclusion therein or any statement made in such Registration Statement or
        Prospectus or any document incorporated or deemed to be incorporated therein
        by
        reference untrue in any material respect or that requires any revisions to
        such
        Registration Statement, Prospectus or other documents so that, in the case
        of
        such Registration Statement or the Prospectus, as the case may be, it will
        not
        contain any untrue statement of a material fact or omit to state any material
        fact required to be stated therein or necessary to make the statements therein,
        in light of the circumstances under which they were made, not
        misleading.

      


      (d) Use
        its
        reasonable best efforts to avoid the issuance of, or, if issued, obtain the
        withdrawal of (i) any order suspending the effectiveness of a Registration
        Statement, or (ii) any suspension of the qualification (or exemption from
        qualification) of any of the Registrable Securities for sale in any
        jurisdiction, at the earliest practicable moment.

      


      (e) Furnish
        to each Holder, without charge, at least one conformed copy of each Registration
        Statement and each amendment thereto and all exhibits to the extent requested
        by
        such Person (including those previously furnished) promptly after the filing
        of
        such documents with the Commission.

      


      (f) Promptly
        deliver to each Holder, without charge, as many copies of each Prospectus
        or
        Prospectuses (including each form of prospectus) and each amendment or
        supplement thereto as such Persons may reasonably request. The Company hereby
        consents to the use of such Prospectus and each amendment or supplement thereto
        by each of the selling Holders in connection with the offering and sale of
        the
        Registrable Securities covered by such Prospectus and any amendment or
        supplement thereto.

       

      
        
          
          

        

        
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      (g) Prior
        to
        any public offering of Registrable Securities, register or qualify such
        Registrable Securities for offer and sale under the securities or Blue Sky
        laws
        of all jurisdictions within the United States as any Holder may request,
        to keep
        each such registration or qualification (or exemption therefrom) effective
        during the Effectiveness Period and to do any and all other acts or things
        necessary or advisable to enable the disposition in such jurisdictions of
        the
        Registrable Securities covered by the Registration Statement(s).

      


      (h) Cooperate
        with the Holders to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be delivered to a transferee
        pursuant to the Registration Statement(s), which certificates shall be free,
        to
        the extent permitted by the Purchase Agreement, of all restrictive legends,
        and
        to enable such Registrable Securities to be in such denominations and registered
        in such names as any such Holders may request.

      


      (i) Upon
        the
        occurrence of any event contemplated by Section 3(c)(v), as promptly as
        reasonably possible, prepare a supplement or amendment, including a
        post-effective amendment, to the affected Registration Statements or a
        supplement to the related Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference, and file any other required document
        so
        that, as thereafter delivered, no Registration Statement nor any Prospectus
        will
        contain an untrue statement of a material fact or omit to state a material
        fact
        required to be stated therein or necessary to make the statements therein,
        in
        light of the circumstances under which they were made, not
        misleading.

      


      (j) Use
        its
        reasonable best efforts to cause all Registrable Securities relating to the
        Registration Statement to be listed or quoted on the OTC Bulletin Board or
        any
        other securities exchange, quotation system or market, if any, on which similar
        securities issued by the Company are then listed or traded as and when required
        pursuant to the Purchase Agreement.

      


      4. Allowable
        Delay.
        Notwithstanding anything to the contrary contained herein, as to any
        Registration Statement required to be filed pursuant to Section 2, for not
        more
        than an aggregate of 30 Trading Days (which need not be consecutive) during
        the
        Effectiveness Period of any such Registration Statement, the Company may
        delay
        the disclosure of material
        non-public information
        concerning the Company, by suspending the use of any Prospectus included
        in any
        such Registration Statement containing such material non-public information,
        the
        disclosure of which at the time is not, in the good faith opinion of the
        Company, in the best interests of the Company (an “Allowed
        Delay”);
        provided, that the Company shall promptly (a) notify the Holders in writing
        of
        the existence of (but in no event, without the prior written consent of a
        Holder, shall the Company disclose to such Holder any of the facts or
        circumstances regarding) such material non-public information giving rise
        to an
        Allowed Delay, (b) advise the Holders in writing to cease all sales under
        any
        such Registration Statement until the end of the Allowed Delay and (c) use
        commercially reasonable efforts to terminate an Allowed Delay as promptly
        as
        practicable.

       

      
        
          
          

        

        
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      5. Registration
        Expenses.
        All
        fees and expenses incident to the performance of or compliance with this
        Agreement by the Company shall be borne by the Company whether or not any
        Registrable Securities are sold pursuant to a Registration Statement. The
        fees
        and expenses referred to in the foregoing sentence shall include, without
        limitation, (i) all registration and filing fees (including, without limitation,
        fees and expenses (A) with respect to filings required to be made with any
        Trading Market on which the Common Stock is then listed for trading, and
        (B) in
        compliance with applicable state securities or Blue Sky laws), (ii) printing
        expenses (including, without limitation, expenses of printing certificates
        for
        Registrable Securities and of printing prospectuses if the printing of
        prospectuses is reasonably requested by the holders of a majority of the
        Registrable Securities included in the Registration Statement), (iii) messenger,
        telephone and delivery expenses, (iv) fees and disbursements of counsel for
        the
        Company, (v) Securities Act liability insurance, if the Company so desires
        such
        insurance, and (vi) fees and expenses of all other Persons retained by the
        Company in connection with the consummation of the transactions contemplated
        by
        this Agreement. In addition, the Company shall be responsible for all of
        its
        internal expenses incurred in connection with the consummation of the
        transactions contemplated by this Agreement (including, without limitation,
        all
        salaries and expenses of its officers and employees performing legal or
        accounting duties), the expense of any annual audit and the fees and expenses
        incurred in connection with the listing of the Registrable Securities on
        any
        securities exchange as required hereunder.

      


      6. Indemnification.

      


      (a) Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, agents, investment advisors,
        partners, members and employees of each of them, each Person who controls
        any
        such Holder (within the meaning of Section 15 of the Securities Act or Section
        20 of the Exchange Act) and the officers, directors, agents and employees
        of
        each such controlling Person, to the fullest extent permitted by applicable
        law,
        from and against any and all losses, claims, damages, liabilities, costs
        (including, without limitation, reasonable costs of preparation and reasonable
        attorneys' fees) and expenses (collectively, "Losses"),
        as
        incurred, arising out of or relating to any untrue or alleged untrue statement
        of a material fact contained in any Registration Statement, any Prospectus
        or
        any form of prospectus or in any amendment or supplement thereto or in any
        preliminary prospectus, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein (in the case of any Prospectus or form of prospectus
        or
        supplement thereto, in light of the circumstances under which they were made)
        not misleading, except to the extent, but only to the extent, that (1) such
        untrue statements or omissions are based solely upon information regarding
        such
        Holder furnished in writing to the Company by such Holder expressly for use
        therein, or to the extent that such information relates to such Holder or
        such
        Holder's proposed method of distribution of Registrable Securities and was
        reviewed and expressly approved in writing by such Holder expressly for use
        in
        the Registration Statement, such Prospectus or such form of Prospectus or
        in any
        amendment or supplement thereto (it being understood that the Holder has
        approved Annex A hereto for this purpose) or (2) in the case of an occurrence
        of
        an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
        of an outdated or defective Prospectus after the Company has notified such
        Holder in writing that the Prospectus is outdated or defective and prior
        to the
        receipt by such Holder of an Advice or an amended or supplemented Prospectus,
        but only if and to the extent that following the receipt of the Advice or
        the
        amended or supplemented Prospectus the misstatement or omission giving rise
        to
        such Loss would have been corrected. The Company shall notify the Holders
        promptly of the institution, threat or assertion of any Proceeding of which
        the
        Company is aware in connection with the transactions contemplated by this
        Agreement.

       

      
        
          
          

        

        
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      (b) Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents or employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses, as incurred, arising solely out of or based
        solely
        upon: (x) such Holder's failure to comply with the prospectus delivery
        requirements of the Securities Act or (y) any untrue statement of a material
        fact contained in any Registration Statement, any Prospectus, or any form
        of
        prospectus, or in any amendment or supplement thereto, or arising solely
        out of
        or based solely upon any omission of a material fact required to be stated
        therein or necessary to make the statements therein not misleading to the
        extent, but only to the extent that, (1) such untrue statements or omissions
        are
        based solely upon information regarding such Holder furnished in writing
        to the
        Company by such Holder expressly for use therein, or to the extent that such
        information relates to such Holder or such Holder's proposed method of
        distribution of Registrable Securities and was reviewed and expressly approved
        in writing by such Holder expressly for use in the Registration Statement
        (it
        being understood that the Holder has approved Annex A hereto for this purpose),
        such Prospectus or such form of Prospectus or in any amendment or supplement
        thereto or (2) in the case of an occurrence of an event of the type specified
        in
        Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective
        Prospectus after the Company has notified such Holder in writing that the
        Prospectus is outdated or defective and prior to the receipt by such Holder
        of
        an Advice or an amended or supplemented Prospectus, but only if and to the
        extent that following the receipt of the Advice or the amended or supplemented
        Prospectus the misstatement or omission giving rise to such Loss would have
        been
        corrected. In no event shall the liability of any selling Holder hereunder
        be
        greater in amount than the dollar amount of the net proceeds received by
        such
        Holder upon the sale of the Registrable Securities giving rise to such
        indemnification obligation.

      


      (c) Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an "Indemnified
        Party"),
        such
        Indemnified Party shall promptly notify the Person from whom indemnity is
        sought
        (the "Indemnifying
        Party")
        in
        writing, and the Indemnifying Party shall assume the defense thereof, including
        the employment of counsel reasonably satisfactory to the Indemnified Party
        and
        the payment of all fees and expenses incurred in connection with defense
        thereof; provided, that the failure of any Indemnified Party to give such
        notice
        shall not relieve the Indemnifying Party of its obligations or liabilities
        pursuant to this Agreement, except (and only) to the extent that it shall
        be
        finally determined by a court of competent jurisdiction (which determination
        is
        not subject to appeal or further review) that such failure shall have
        proximately and materially adversely prejudiced the Indemnifying
        Party.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such Indemnified Party shall have been advised
        by counsel that a conflict of interest is likely to exist if the same counsel
        were to represent such Indemnified Party and the Indemnifying Party (in which
        case, if such Indemnified Party notifies the Indemnifying Party in writing
        that
        it elects to employ separate counsel at the expense of the Indemnifying Party,
        the Indemnifying Party shall not have the right to assume the defense thereof
        and such counsel shall be at the expense of the Indemnifying Party). The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be unreasonably
        withheld. No Indemnifying Party shall, without the prior written consent
        of the
        Indemnified Party, effect any settlement of any pending Proceeding in respect
        of
        which any Indemnified Party is a party, unless such settlement includes an
        unconditional release of such Indemnified Party from all liability on claims
        that are the subject matter of such Proceeding.

      


      All
        fees
        and expenses of the Indemnified Party (including reasonable fees and expenses
        to
        the extent incurred in connection with investigating or preparing to defend
        such
        Proceeding in a manner not inconsistent with this Section) shall be paid
        to the
        Indemnified Party, as incurred, within ten Trading Days of written notice
        thereof to the Indemnifying Party (regardless of whether it is ultimately
        determined that an Indemnified Party is not entitled to indemnification
        hereunder; provided, that the Indemnifying Party may require such Indemnified
        Party to undertake to reimburse all such fees and expenses to the extent
        it is
        finally judicially determined that such Indemnified Party is not entitled
        to
        indemnification hereunder).

      


      (d) Contribution.
        If a
        claim for indemnification under Section 6(a) or 6(b) is unavailable to an
        Indemnified Party (by reason of public policy or otherwise), then each
        Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
        contribute to the amount paid or payable by such Indemnified Party as a result
        of such Losses, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties' relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in Section 6(c), any reasonable attorneys' or other reasonable fees or expenses
        incurred by such party in connection with any Proceeding to the extent such
        party would have been indemnified for such fees or expenses if the
        indemnification provided for in this Section was available to such party
        in
        accordance with its terms.

      


      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 6(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 6(d), no Holder shall be required
        to contribute, in the aggregate, any amount in excess of the amount by which
        the
        proceeds actually received by such Holder from the sale of the Registrable
        Securities subject to the Proceeding exceeds the amount of any damages that
        such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties.

      


      7. Miscellaneous.

      


      (a) Remedies.
        In the
        event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, each Holder or the Company, as the case may be, in
        addition to being entitled to exercise all rights granted by law and under
        this
        Agreement, including recovery of damages, will be entitled to specific
        performance of its rights under this Agreement. The Company and each Holder
        agree that monetary damages would not provide adequate compensation for any
        losses incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate.

      


      (b) No
        Piggyback on Registrations.
        Except
        as and to the extent specified in Schedule
        3.1(v)
        to the
        Purchase Agreement, neither the Company nor any of its security holders (other
        than the Holders in such capacity pursuant hereto) may include securities
        of the
        Company in a Registration Statement other than the Registrable Securities,
        and
        the Company shall not during the Effectiveness Period enter into any agreement
        providing any such right to any of its security holders.

      


      (c) Compliance.
        Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act as applicable to it in connection with
        sales
        of Registrable Securities pursuant to the Registration Statement.

      


      (d) Discontinued
        Disposition.
        Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Section 3(c) and/or Section 4, such Holder will forthwith
        discontinue disposition of such Registrable Securities under the Registration
        Statement until such Holder's receipt of the copies of the supplemented
        Prospectus and/or amended Registration Statement or until it is advised in
        writing (the "Advice")
        by the
        Company that the use of the applicable Prospectus may be resumed, and, in
        either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such Prospectus
        or
        Registration Statement. The Company may provide appropriate stop orders to
        enforce the provisions of this paragraph.

      


      (e) Piggy-Back
        Registrations.
        If at
        any time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration statement
        relating to an offering for its own account or the account of others under
        the
        Securities Act of any of its equity securities, other than on Form S-4 or
        Form
        S-8 (each as promulgated under the Securities Act) or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with stock option or other employee benefit plans, then the Company
        shall send to each Holder written notice of such determination and, if within
        fifteen calendar days after receipt of such notice, any such Holder shall
        so
        request in writing, the Company shall include in such registration statement
        all
        or any part of such Registrable Securities such holder requests to be
        registered, subject to customary underwriter cutbacks applicable to all holders
        of registration rights.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (f) Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this Section 7(f),
        may
        not be amended, modified or supplemented, and waivers or consents to departures
        from the provisions hereof may not be given, unless the same shall be in
        writing
        and signed by the Company and the Holders of no less than a majority in interest
        of the then outstanding Registrable Securities. Notwithstanding the foregoing,
        a
        waiver or consent to depart from the provisions hereof with respect to a
        matter
        that relates exclusively to the rights of certain Holders and that does not
        directly or indirectly affect the rights of other Holders may be given by
        Holders of at least a majority of the Registrable Securities to which such
        waiver or consent relates; provided,
        further
        that no amendment or waiver to any provision of this Agreement relating to
        naming any Holder or requiring the naming of any Holder as an underwriter
        may be
        effected in any manner without such Holder’s prior written consent. Section 2(a)
        may not be amended or waived except by written consent of each Holder affected
        by such amendment or waiver. 

      


      (g) 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

                


        

        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

      

        
          	
                  If
                    to a Investor: 

                	
                  To
                    the address set forth under such Investor's name on the signature
                    pages
                    hereto.

                


        

      

       

      If
        to any other Person who is then the registered
        Holder:

       

      
        	 	
                To
                  the address of such Holder as it appears in the stock transfer
                  books of
                  the Company

              


      

      


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

      


      (h) Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties and shall inure to the benefit of
        each
        Holder. The Company may not assign its rights or obligations hereunder without
        the prior written consent of each Holder. Each Holder may assign their
        respective rights hereunder in the manner and to the Persons as permitted
        under
        the Purchase Agreement.

      


      (i) Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof.

      


      (j) 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 (whether brought against a party hereto or
        its
        respective Affiliates, employees or agents) will be commenced 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, 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 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
        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 this Agreement, then the prevailing party in such Proceeding
        shall
        be reimbursed by the other party for its attorney’s fees and other costs and
        expenses incurred with the investigation, preparation and prosecution of
        such
        Proceeding.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (k) Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law.

      


      (l) Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their reasonable efforts
        to
        find and employ an alternative means to achieve the same or substantially
        the
        same result as that contemplated by such term, provision, covenant or
        restriction. It is hereby stipulated and declared to be the intention of
        the
        parties that they would have executed the remaining terms, provisions, covenants
        and restrictions without including any of such that may be hereafter declared
        invalid, illegal, void or unenforceable.

      


      (m) Headings.
        The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

      


      (n) Independent
        Nature of Investors' Obligations and Rights.
        The
        obligations of each Investor under this Agreement are several and not joint
        with
        the obligations of each other Investor, and no Investor shall be responsible
        in
        any way for the performance of the obligations of any other Investor under
        this
        Agreement. 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 this Agreement or any other Transaction Document. Each Investor
        acknowledges that no other Investor will be acting as agent of such Investor
        in
        enforcing its rights under this Agreement. Each Investor shall be entitled
        to
        independently protect and enforce its rights, including without limitation
        the
        rights arising out of this Agreement, 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 Registration Rights Agreement for the purpose of closing a
        transaction with multiple Investors and not because it was required or requested
        to do so by any Investor.

      


      [REMAINDER
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      SIGNATURE
        PAGES TO FOLLOW]

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      


      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

       

      
        	 	 	 
	 	ZHONGPIN
                INC.
	 
 	 
 	 
 
	 	By:  	
                /s/ Xianfu
                  Zhu

              
	 	
                
Name:
                Xianfu Zhu
	 	Title:
                Chief Executive Officer


      

       

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES OF INVESTORS TO FOLLOW]

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written 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.

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  JLF
                    Offshore Fund, Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Hien Tran

                
	 	 	
                  Name:
                    Hien Tran

                
	 	 	
                  Title:
                    CFO

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  JLF
                    Partners,I, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Hien Tran

                
	 	 	
                  Name:
                    Hien Tran

                
	 	 	
                  Title:
                    CFO

                
	 	 	 
	 	
                  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:
                    CFO

                
	 	 	 
	 	
                  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
                    Partners II, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Hien Tran

                
	 	
                   

                	
                  Name:
                    Hien Tran

                
	 	
                   

                	
                  Title:
                    CFO

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Black
                    River Commodity Select Fund Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Guilherne Schmidt

                
	 	 	
                  Name:
                    Guilherne Schmidt

                
	 	 	
                  Title:
                    Director

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  NAME
                    OF INVESTOR

                
	 	 	 
	 	 	 
	 	
                  /s/
                    J. Steve Emerson

                
	 	
                  Steve
                    Emerson

                
	 	 	 
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Emerson
                    Partners

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Steve Emerson

                
	 	 	
                  Name:
                    Steve Emerson

                
	 	 	
                  Title:
                    Chief Investment Officer

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  CAMOFI
                    Master LDC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Jeffrey M. Haas

                
	 	 	
                  Name:
                    Jeffrey M. Haas

                
	 	 	
                  Title:
                    Authorized Signatory

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Qwuintessence
                    Fund LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Yi Cen

                
	 	 	
                  Name:
                    Yi Cen

                
	 	 	
                  Title:
                    Authorized Signatory

                
	 	 	 
	 	
                  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
                    Allocation Fund L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Robert Alpert

                
	 	 	
                  Name:
                    Robert Alpert

                
	 	 	
                  Title:
                    President

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Southwell
                    Partners, L.P..

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Wilson Jaeggli

                
	 	 	
                  Name:
                    Wilson Jaeggli

                
	 	 	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Regent
                    Street Fund I LLC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Kent Y. Whitaker

                
	 	 	
                  Name:
                    Kent Y. Whitaker

                
	 	 	
                  Title:
                    Managing Member of Managing Member

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Westpark
                    Capital, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Patrick J. Brosnahan

                
	 	 	
                  Name:
                    Patrick J. Brosnahan

                
	 	 	
                  Title:
                    General Partner

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Straus-GEPT
                    Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Craig Connors

                
	 	 	
                  Name:
                    Craig Connors

                
	 	 	
                  Title:
                    CFO

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Alder
                    Offshore Partners, Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Michael Licosati

                
	 	 	
                  Name:
                    Michael Licosati

                
	 	 	
                  Title:
                    Managing Partner, Alder Capital LLC

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Lake
                    Street Fund, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Scott W. Hood

                
	 	 	
                  Name:
                    Scott W. Hood

                
	 	 	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Fred
                    L. Astman Wedbush Morgan Securities Inc. CTDN

                
	 	IRA
                  R/O Holding 10/13/92
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	
                   

                	 	 
	 	
                  John
                    Peter Selda

                
	 	
                  350
                    Sharon Park Drive #S-1

                
	 	
                  Menlo
                    Park, CA 94025

                
	 	
                  Attn:
                    John Peter Selda

                
	 	
                  T: 
                    805-443-4345

                


        

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Kensington
                    Partners LP

                
	 	 	 
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Richard J. Keim

                
	 	 	
                  Name:
                    Richard J. Keim

                
	 	 	
                  Title:
                    Managing Partner

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 
	 	
                  Charles
                    Nirenberg

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Richard J. Keim

                
	 	 	
                  Name:
                    Richard J. Keim

                
	 	 	
                  Title:
                    Managing Partner, Kensington Management Group, LLC

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  Guerrilla
                    Partners LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Peter Siris

                
	 	 	
                  Name:
                    Peter Siris

                
	 	 	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Hua
                    - Mei Century Partners, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Peter Siris

                
	 	 	
                  Name:
                    Peter Siris

                
	 	 	
                  Title:
                    Managing Director

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  Clarus
                    Capital LLC

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Ephraim Fields

                
	 	 	
                  Name:
                    Ephraim Fields

                
	 	 	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Fort
                    Mason Master, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Dan German

                
	 	 	
                  Name:
                    Dan German

                
	 	 	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  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.)

                
	 	 	 
	 	
                  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.)

                
	 	 	 
	 	
                  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 Offshore, Ltd.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    David May

                
	 	 	
                  Name:
                    David May

                
	 	 	
                  Title:
                    Director

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Centaur
                    Value Fund, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Zeke Ashton

                
	 	 	
                  Name:
                    Zeke Ashton

                
	 	 	
                  Title:
                    Managing Partner, Centaur Capital

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  United
                    Centaur Master Fund

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Zeke Ashton

                
	 	 	
                  Name:
                    Zeke Ashton

                
	 	 	
                  Title:
                    Managing Partner

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Ancora
                    Greater China Fund, LP

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    John P. Micklitsch

                
	 	 	
                  Name:
                    John P. Micklitsch

                
	 	 	
                  Title:
                    VP

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 
	 	
                  Glacier
                    Partners

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Peter Castellanos

                
	 	 	
                  Name:
                    Peter Castellanos

                
	 	 	
                  Title:
                    Partner

                
	 	 	 
	 	
                  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

                
	 	 	 
	 	
                  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

                


        

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  NAME
                    OF INVESTING ENTITY

                
	 	 	 
	 	
                  Berlin
                    Capital Growth, L.P.

                
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Thomas G. Berlin

                
	 	 	
                  Name:
                    Thomas G. Berlin

                
	 	 	
                  Title:
                    Managing Member

                
	 	 	 
	 	
                  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

                


        

      

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      Annex
        A

      


      Plan
        of
        Distribution

      


      The
        Selling Stockholders and any of their pledgees, donees, transferees, assignees
        and successors-in-interest may, from time to time, sell any or all of their
        shares of Common Stock on any stock exchange, market or trading facility
        on
        which the shares are traded or in private transactions. These sales may be
        at
        fixed or negotiated prices. The Selling Stockholders may use any one or more
        of
        the following methods when selling shares:

      


      
        	
                ·

              	
                ordinary
                  brokerage transactions and transactions in which the broker-dealer
                  solicits Investors;

              


      

      


      
        	
                ·

              	
                block
                  trades in which the broker-dealer will attempt to sell the shares
                  as agent
                  but may position and resell a portion of the block as principal
                  to
                  facilitate the transaction;

              


      

      


      
        	
                ·

              	
                purchases
                  by a broker-dealer as principal and resale by the broker-dealer
                  for its
                  account;

              


      

      


      
        	
                ·

              	
                an
                  exchange distribution in accordance with the rules of the applicable
                  exchange;

              


      

      


      
        	
                ·

              	
                privately
                  negotiated transactions;

              


      

      


      
        	
                ·

              	
                to
                  cover short sales made after the date that this Registration Statement
                  is
                  declared effective by the Commission;


              


      

      


      
        	
                ·

              	
                broker-dealers
                  may agree with the Selling Stockholders to sell a specified number
                  of such
                  shares at a stipulated price per
                  share;

              


      

      


      
        	
                ·

              	
                a
                  combination of any such methods of sale;
                  and

              


      

      


      
        	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

      


      The
        Selling Stockholders may also sell shares under Rule 144 under the Securities
        Act, if available, rather than under this prospectus.

      


      Broker-dealers
        engaged by the Selling Stockholders may arrange for other brokers-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the Selling Stockholders (or, if any broker-dealer acts as agent for the
        purchaser of shares, from the purchaser) in amounts to be negotiated. The
        Selling Stockholders do not expect these commissions and discounts to exceed
        what is customary in the types of transactions involved.

      


      The
        Selling Stockholders may from time to time pledge or grant a security interest
        in some or all of the Shares owned by them and, if they default in the
        performance of their secured obligations, the pledgees or secured parties
        may
        offer and sell shares of Common Stock from time to time under this prospectus,
        or under an amendment to this prospectus under Rule 424(b)(3) or other
        applicable provision of the Securities Act of 1933 amending the list of selling
        stockholders to include the pledgee, transferee or other successors in interest
        as selling stockholders under this prospectus.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      Upon
        the
        Company being notified in writing by a Selling Stockholder that any material
        arrangement has been entered into with a broker-dealer for the sale of Common
        Stock through a block trade, special offering, exchange distribution or
        secondary distribution or a purchase by a broker or dealer, a supplement
        to this
        prospectus will be filed, if required, pursuant to Rule 424(b) under the
        Securities Act, disclosing (i) the name of each such Selling Stockholder
        and of
        the participating broker-dealer(s), (ii) the number of shares involved, (iii)
        the price at which such the shares of Common Stock were sold, (iv)the
        commissions paid or discounts or concessions allowed to such broker-dealer(s),
        where applicable, (v) that such broker-dealer(s) did not conduct any
        investigation to verify the information set out or incorporated by reference
        in
        this prospectus, and (vi) other facts material to the transaction. In addition,
        upon the Company being notified in writing by a Selling Stockholder that
        a donee
        or pledgee intends to sell more than 500 shares of Common Stock, a supplement
        to
        this prospectus will be filed if then required in accordance with applicable
        securities law.

      


      The
        Selling Stockholders also may transfer the shares of Common Stock in other
        circumstances, in which case the transferees, pledgees or other successors
        in
        interest will be the selling beneficial owners for purposes of this
        prospectus.

      


      The
        Selling Stockholders and any broker-dealers or agents that are involved in
        selling the shares may be deemed to be "underwriters" within the meaning
        of the
        Securities Act in connection with such sales. In such event, any commissions
        received by such broker-dealers or agents and any profit on the resale of
        the
        shares purchased by them may be deemed to be underwriting commissions or
        discounts under the Securities Act. Discounts, concessions, commissions and
        similar selling expenses, if any, that can be attributed to the sale of Shares
        will be paid by the Selling Stockholder and/or the purchasers. Each Selling
        Stockholder has represented and warranted to the Company that it acquired
        the
        securities subject to this Registration Statement in the ordinary course
        of such
        Selling Stockholder’s business and, at the time of its purchase of such
        securities such Selling Stockholder had no agreements or understandings,
        directly or indirectly, with any person to distribute any such securities.
        

      


      The
        Company has advised each Selling Stockholder that it may not use shares
        registered on this Registration Statement to cover short sales of Common
        Stock
        made prior to the date on which this Registration Statement shall have been
        declared effective by the Commission. If a Selling Stockholder uses this
        prospectus for any sale of the Common Stock, it will be subject to the
        prospectus delivery requirements of the Securities Act. The Selling Stockholders
        will be responsible to comply with the applicable provisions of the Securities
        Act and Exchange Act, and the rules and regulations thereunder promulgated,
        including, without limitation, Regulation M, as applicable to such Selling
        Stockholders in connection with resales of their respective shares under
        this
        Registration Statement.

      


      The
        Company is required to pay all fees and expenses incident to the registration
        of
        the shares, but the Company will not receive any proceeds from the sale of
        the
        Common Stock. The Company has agreed to indemnify the Selling Stockholders
        against certain losses, claims, damages and liabilities, including liabilities
        under the Securities Act. 

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      Annex
        B

      


      ZHONGPIN
        INC.

      


      Selling
        Securityholder Notice and Questionnaire

      


      The
        undersigned beneficial owner of common stock (the “Common
        Stock”),
        of
        Zhongpin Inc., a Delaware corporation (the “Company”),
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission (the “Commission”)
        a
        Registration Statement for the registration and resale of the Registrable
        Securities, in accordance with the terms of the Registration Rights Agreement,
        dated as of September
        28, 2007
        (the “Registration
        Rights Agreement”),
        among
        the Company and the Investors named therein. A copy of the Registration Rights
        Agreement is available from the Company upon request at the address set forth
        below. All capitalized terms used and not otherwise defined herein shall
        have
        the meanings ascribed thereto in the Registration Rights Agreement.

      


      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate:

      


      QUESTIONNAIRE

      


      1. Name.

       

      

        
          	 	
                  (a)

                	
                  Full
                    Legal Name of Selling Securityholder

                
	 	 	 
	 	 	   

	 	 	 
	 	 	 
	 	
                  (b)

                	
                  Full
                    Legal Name of Registered Holder (if not the same as (a) above)
                    through
                    which Registrable Securities Listed in Item 3 below are
                    held:

                
	 	 	 
	 	 	   

	 	 	 
	 	 	 
	 	
                  (c)

                	
                  Full
                    Legal Name of Natural Control Person (which means a natural person
                    who
                    directly or indirectly alone or with others has power to vote
                    or dispose
                    of the securities covered by the questionnaire):

                
	 	 	 
	 	 	   



        



      2.
        Address for Notices to Selling Securityholder:

      
        	  

	  

	  



      

      
        
          	
                  Telephone:
                    

                	  



        

        
          	
                  Fax:
                    

                	   



        

        
          	
                  Contact
                    Person:

                	  



        

      

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      


      3.
        Beneficial Ownership of Registrable Securities:

       

      

        
          	 	
                  Type
                    and Principal Amount of Registrable Securities beneficially
                    owned:

                
	 	 
	 	  

	 	  

	 	   



        

      

       

       

      4.
        Broker-Dealer Status:

      


      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes
o 
         No
o 

      


      
        	 	
                Note:

              	
                If
                  yes, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

      


      
        	 	
                (b)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

      


      Yes
o 
 No
o 

      


      
        	 	
                (c)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  bought
                  the Registrable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registrable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registrable
                  Securities?

              


      

      


      Yes
o 
 No
o 

      


      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

      


      5.
        Beneficial Ownership of Other Securities of the Company Owned by the Selling
        Securityholder.

      


      Except
        as set forth below in this Item 5, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the Registrable
        Securities listed above in Item 3.

      
         

        State
          any
          exceptions here:

      

      

        
          	 	
                  Type
                    and Amount of Other Securities beneficially owned by the Selling
                    Securityholder:

                
	 	 
	 	    

	 	   

	 	   



        

      

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      
6.
        Relationships with the Company:

      


      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

      


      State
        any
        exceptions here:

       

      
        	 	 
	 	 
	 	 


      

      


      


      7.
        The
        Company has advised each Selling Stockholder that it may not use shares
        registered on the Registration Statement to cover short sales of Common Stock
        made prior to the date on which the Registration Statement is declared effective
        by the Commission, in accordance with 1997 Securities and Exchange Commission
        Manual of Publicly Available Telephone Interpretations Section A.65. If a
        Selling Stockholder uses the prospectus for any sale of the Common Stock,
        it
        will be subject to the prospectus delivery requirements of the Securities
        Act.
        The Selling Stockholders will be responsible to comply with the applicable
        provisions of the Securities Act and Exchange Act, and the rules and regulations
        thereunder promulgated, including, without limitation, Regulation M, as
        applicable to such Selling Stockholders in connection with resales of their
        respective shares under the Registration Statement.

      


      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein that may occur subsequent to the date
        hereof
        and prior to the Effective Date for the Registration Statement.

      


      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items 1 through 6 and the inclusion of
        such
        information in the Registration Statement and the related prospectus. The
        undersigned understands that such information will be relied upon by the
        Company
        in connection with the preparation or amendment of the Registration Statement
        and the related prospectus.

      


      IN
        WITNESS WHEREOF the undersigned, by authority duly given, has caused this
        Notice
        and Questionnaire to be executed and delivered either in person or by its
        duly
        authorized agent.

    

     

    
      
        	
                Dated:
                  

              	 	 	
                Beneficial
                  Owner: 

              	   

	 	 	 	 	 	 
	 	 	 	
                By:

              	  

	 	 	 	 	
                Name:

              
	 	 	 	 	
                Title:

              


      

    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Pryor
      Cashman LLP

    410
      Park
      Avenue

    New
      York,
      New York 10022

    Attn:
      Eric Hellige, Esq.

    Facsimile:
      (212)
      798-6380

    


    
      
        
        

      

      
        42