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                                                                    EXHIBIT 10.5

                     Sino-foreign Joint Venture Contract for
                  New Dragon Asia Food (Dalian) Company Limited

Article 1 Introduction

1.1    Shandong Longfeng Group Company (as "Party A") and Noble Point Limited
       (as "Party B"), based on the principal of equality, mutual benefits and
       upon friendly consultation, agreed to jointly establish the New Dragon
       Asia Food (Dalian) Company Limited in Dalian, Liaoning, the P.R.C.
       according to the "Sino-foreign Equity Joint Venture Law of the P.R.C.".
       The joint venture is regulated by this contract.

Article 2 Joint Venture Parties

2.1    The joint venture parties of this contract are:

       Party A:                  Shandong Longfeng Group Company, registered in
                                 Yantai, Shandong, the P.R.C.
       Legal address:            10 Huancheng Road(N), Longkou, Yantai,
                                 Shandong, the P.R.C.
       Legal representative:     Xue Jun Song
       Position:                 Chairman
       Nationality:              Chinese

       Party B:                  Noble Point Limited
       Legal address:            TrustNet Chambers P.O. Box 3444, Road Town,
                                 Tortola, British Virgin Islands
       Legal representative:     Suk Ching Wu
       Position:                 Chairman
       Nationality:              American

Article 3 Joint Venture Company

3.1    Party A and Party B agreed to jointly establish the New Dragon Asia Food
       (Dalian) Company Limited (as "Joint Venture") according to the
       "Sino-foreign Equity Joint Venture Law of the P.R.C." and other relevant
       regulations in the P.R.C.

3.2    Name of the Joint Venture:       (  )
       English name:                    New Dragon Asia Food (Dalian)
                                        Company Limited
       Address of the Joint Venture:    10 Huancheng Road (N), Longkou,
                                        Yantai, Shandong,
                                        the P.R.C.

       The Joint Venture is registered in Dalian, Liaoning, the P.R.C.



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3.3    All activities of the Joint Venture must obey the laws, orders and
       relevant regulations of the P.R.C.

3.4    The Joint Venture is a limited liability company. Party A and Party B, as
       the Joint Venture's shareholders, bear limited liability according to
       their respective registered capital. Party A and Party B share the
       profits, the losses and the risks in proportion to their respective
       registered capital.

Article 4 Operation Aims, Areas and Capacity

4.1    The joint venture of Party A and Party B aims at utilizing the funding
       and technology from both parties to assist the Joint Venture to produce
       instant noodle and other foods by employing advanced technology and
       scientific management method. In addition, the Joint Venture will develop
       new products and improve efficiency and quality of the products so as to
       compete in the market and bring profits to the shareholders.

4.2    The operation areas of the Joint Venture are:

       (i)    Production and sales of instant noodles and other foods;

       (ii)   Research and development of instant noodles and other foods;

       (iii)  Provision of after-sales services for instant noodles and other
              foods.

4.3    The  production  capacity of the Joint Venture in the first year shall be
       31,155,000 units per annum. The expansion of production  capacity and the
       operation sizes in the future will be decided by the Board of Directors

Article 5 Total Investment Amount and Registered Capital

5.1    The total investment amount of the Joint Venture is RMB 25,918,000.00 The
       registered capital of the Joint Venture is RMB 17,430,000.00

       Of which:

       Party A will  provide  RMB  1,743,000.00  in form of  cash,  factory  and
       equipment as 10% of the registered capital of the Joint Venture.  Party B
       will provide foreign currency  equivalent to RMB  15,687,000.00 as 90% of
       the registered capital of the Joint Venture.



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       The difference between total investment amount and the registered capital
       will be provided by the  shareholders  in form of shareholder  loans.  Of
       which:

       Party A will provide RMB 848,800.00 as Party A's shareholder  loan to the
       Joint Venture.  The Joint Venture will repay Party A's  shareholder  loan
       and  interest  in  RMB.  Party B will  provide  foreign  currency  or RMB
       equivalent to RMB 7,639,200.00 as Party B's shareholder loan to the Joint
       Venture.  The Joint  Venture  will repay Party B's  shareholder  loan and
       interest in original loan currency.

       The timing of providing shareholder loan depends on the funding
       requirement of the Joint Venture.

5.2    Party B will provide foreign currency as registered capital. The exchange
       rate between foreign currency and RMB shall be the middle foreign
       exchange rate quoted by the Bank of China at the capital payment day.

5.3    The shareholder loan interest and the loan maturity date shall be decided
       by the Board of directors.

5.4    The Joint  Venture will apply and register  the  relevant  contracts  and
       Party B's  shareholder  loan so that Party B's dividends and  shareholder
       loan principal and interest can be remitted out of the P.R.C. legally.

5.5    The registered capital of the Joint Venture shall be paid according to
       the following schedule:

       (i)    Party A will invest in form of cash, factory and equipment within
              3 months after the Joint Venture obtained its business license;

       (ii)   Party B will invest in form of Hong Kong dollars, US dollars or
              equivalent foreign currency within 3 months after the Joint
              Venture obtained its business license.

5.6    The registered capital of both Parties will need the written confirmation
       report from a certified practising accountant registered in the P.R.C.
       The confirmation fee will be paid by the Joint Venture. After obtaining
       the capital contribution confirmation report, the Board will issue the
       certificate of investment.

5.7    The increment of registered capital of the Joint Venture will need the
       Board approval. If one party cannot provide new capital according to the
       board resolution, the other party can choose to provide the new capital
       for the other party. The shareholdings will then be adjusted according to
       the actual investment in registered capital of both Parties. The change
       in shareholdings will need the approval of and registered in the relevant
       authority.



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5.8    The increment of shareholder loan of the Joint Venture will need the
       approval of the Board. If it involved the increment of total investment
       amount or registered capital, the approval from relevant authority will
       be needed. Each party should provide his shareholder loan according to
       their respective proportion in the registered capital of the Joint
       Venture.

5.9    If any party  transfers  all or part of her  registered  capital to other
       third party,  other Party and relevant P.R.C.  authority's  approvals are
       required.

5.10   When  one  party  transfers  all  or  part  of  its  registered   capital
       ("Vendor"),  other shareholder shall have the first priority to purchase.
       The other shareholder should reply whether agree to purchase the Vendor's
       registered  capital  according to the selling price offered by the Vendor
       within 60 days (including  public holidays) after the Vendor sent out the
       sales notice.  If the other  shareholder  agrees to purchase the Vendor's
       registered capital, the Vendor should perform the share transfer and bear
       the  related  costs.  If the  other  shareholder  does not  purchase  the
       Vendor's  registered  capital or does not reply  within the said 60 days,
       the  Vendor  can sell its  registered  capital  to third  party  with the
       selling  price not  lower  than the price  offered  to other  shareholder
       beforehand.  The Vendor shall apply the approval from and  registered the
       transfer at the relevant  authority.  Besides,  the third party purchaser
       must  provide  a  written  agreement  to  comply  with the  terms of this
       contract and bear the responsibilities of the Vendor under this contract.

       The Vendor shall give the  certificate  of  investment  back to the Joint
       Venture  during the  transfer.  The Joint Venture will then cancel it and
       issue a new  certificate  to the purchaser and register the transfer with
       the relevant authority.

5.11   Any party cannot mortgage, pledge or create lien on all or part of his
       registered capital without the approval of the Board.

5.12   The total cash invested by both Parties shall be used to purchase all
       assets and liabilities of Dalian Meilong Food Company Limited ("Seller")
       existed on the date of obtaining Joint Venture's business license. The
       Seller will responsible for filing the transfer application and handling
       the approval requirement of the relevant authority. The selling costs
       will be borne by the Seller.

5.13   After the Joint Venture purchase the assets and liabilities from the
       Seller, the Board of the Joint Venture will appoint people to examine the
       assets and liabilities. The Joint Venture and the Seller will then sign
       the assets and liabilities transfer confirmation as evidence to prove the
       Seller has transferred all assets and liabilities to the Joint Venture.




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Article 6 Responsibilities of Each Party

6.1    Party A and Party B shall be individually responsible for the completion
       of the following tasks:

       Party A's responsibilities:

       (i)    process approval application and taxation and other registration
              procedure, obtaining business license for the Joint Venture from
              relevant Chinese authorities.

       (ii)   apply to the land administrative department for the Joint Venture
              to obtain necessary land use right and arrange the land lease
              contract.

       (iii)  assist the Joint Venture to notarize the land lease contract, the
              land use right certificate and/or assets purchase agreement. The
              costs shall be borne by the Joint Venture.

       (iv)   contribute registered capital and shareholder loan according to
              provisions of Article 5.

       (v)    arrange foreign currency registration of the related contracts and
              Party B's shareholders loans so

              that the dividend and shareholder loan and interest can legally
              remit out of the P.R.C. in foreign currency.

       (vi)   assist the Joint Venture to lease or purchase equipment, parts,
              raw materials, office utensils, transportation and communication
              facilities, etc.

       (vii)  assist the Joint Venture to arrange any matters in relation to
              infrastructure facilities such as water, electricity and
              transportation, etc.

       (viii) assist the Joint Venture to manage daily operation.

       (ix)   assist the Joint Venture to arrange local bank loans.

       (x)    assist Party B to handle necessary matters.

       (xi)   assist the Joint Venture to handle other matters.

       Party B's Responsibilities:

       (i)    contribute registered capital and shareholder loan according to
              provisions of Article 5.

       (ii)   responsible for the Joint Venture's quality control, product
              development, management training and market development in the
              P.R.C. and aboard.

       (iii)  responsible for set up, operation, control and computerization of
              the finance department of the Joint Venture.

       (iv)   responsible for the daily operation management of the Joint
              Venture.



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       (v)    implement other matters being entrusted by the Joint Venture.

Article 7 Sales of Products

7.1    Products of the Joint Venture can be sold both in and out of Chinese
       territory.

7.2    Products  of the  Joint  Venture  sold in  domestic  markets  can be sold
       through Chinese governmental  departments,  commercial departments or the
       Joint Venture.

7.3    In order to sell  products and provide  after-sale  service in and out of
       Chinese territory, the Joint Venture can establish branches in and out of
       Chinese territory for sale service after obtaining approval from relevant
       authorities.

Articles 8 Board of Directors

8.1    The registration date of the Joint Venture is the setting up date for the
       Board of Directors.

8.2    The Board of Directors consist of 9 directors,  of which 1 director shall
       be  appointed  by Party A and 8 directors  shall be appointed by Party B.
       The  Chairman  of the  Board  shall  be  appointed  by  Party  B and  the
       Vice-chairman  appointed  by  Party  A.  The  office  term of  directors,
       chairman and vice chairman  shall be 4 years.  The directors can continue
       their positions upon reappointment by their respective parties.

8.3    The Board of Directors is the highest  authority in the Joint Venture and
       has the power to determine  all  important  issues  concerning  the Joint
       Venture. Its major powers are set as follows:

       (i)    amendment or supplement to the Articles of Association of the
              Joint Venture.

       (ii)   termination and dissolution of the Joint Venture and selecting
              members of the liquidity committee.

       (iii)  increase or transfer of the registered capital.

       (iv)   cooperation and merger with other economic organizations.

       (v)    mortgage, guarantee or transfer of assets of the Joint Venture.

       (vi)   appointment, division of responsibilities and employment
              termination of General Managers, Assistant General Manager, Chief
              Engineer, Chief Accountant and auditors.

       (vii)  preparing plans for the Joint Venture development and determining
              plans for production, operation, sale and finance and profit.



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       (viii) reviewing annual operation report submitted by the general
              manager.

       (ix)   deciding annual profit distribution scheme.

       (x)    approving Joint Venture's labor contract scheme and various
              internal rules.

       (xi)   revising salary and welfare system of the Joint Venture.

       (xii)  determining organization structure of the Joint Venture,
              establishing or canceling functional departments.

       (xiii) Other major issues concerning the Joint Venture.

       Abovementioned  subsection (i), (ii)(except condition 18.2), (iii), (iv),
       (v) shall be approved by unanimous  consent of all  directors  present in
       the board  meeting.  The other matters shall be approved by majority vote
       in the board meeting.

8.4    Unless  appointed  as  representative  of other  director,  Chairman  and
       vice-chairman  do not have an extra  vote or  casting  vote on any  board
       meeting.

8.5    The board meeting  shall be initiated  and held by the  Chairman.  If the
       Chairman  cannot hold the meeting for any reason,  the  Vice-chairman  or
       other directors shall hold the meeting.

8.6    Chairman of the Board of Directors is the legal  representative  of Joint
       Venture.  Temporary  authorization could be delegated to Vice-chairman or
       other directors when Chairman is not able to perform his duty.

8.7    Board of Directors shall hold at least one meeting each year. Chairman of
       the Board shall send written  "effective notice" to each director 30 days
       before the board meeting date.  The effective  notice shall be treated as
       effective arrival after ten days from the sending date.

8.8    The  Chairman  should hold a temporary  meeting  upon the request of more
       than  1/3  of  all  the  directors.  Chairman  of the  Board  shall  send
       "effective  notice" to each  director  14 days  before the board  meeting
       date.  The effective  notice shall be treated as effective  arrival after
       ten days from the sending date.

8.9    "Effective  notice"  much be in written form and send by  registered  air
       mail to the  correspondence  address as stated in Articles 21.  Effective
       notice should mention the meeting agenda, time and place.

8.10   The Chairman can use fax to notify each director but this cannot be
       treated as "effective notice".



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8.11   The  board  meeting  shall  only be held  with  attendance  of at least 7
       directors  from both  Parties.  Board  meeting  shall be  postponed  five
       working  days after the date of original  meeting if  directors of either
       party are  absent  from it (based on  working  day in the  P.R.C.).  Such
       deferred  meeting  may be  held  with  the  attendance  of any 7 or  more
       directors.

8.12   Director can appoint a proxy to attend and vote in the board meeting if
       he is unable to attend the meeting.

8.13   If a director's  correspondence  address  changes,  he should  notify the
       Joint Venture,  each other  directors and the Chairman.  If the effective
       notice cannot reach the director  after two  consecutive  times and he or
       proxy does not attend the board  meeting,  his absent  will be treated as
       forfeiting his voting right.

8.14   Joint Venture should bear each director or his representative's traveling
       and accommodation expenditure incurred for attending the board meeting.

8.15   Each board meeting  should have a detail written record and signed by all
       attended director or his representative.  Board resolution will be signed
       by  attending  directors  or his  representative  and  keep by the  Joint
       Venture. A copy will be provided to each party.

Article 9 Management Organization

9.1    The Joint Venture sets up management  organization,  responsible  for the
       daily operation of the Joint Venture.  The management  organization shall
       have one  general  manager and two  assistant  general  managers  who are
       employed by the Board of Directors for a term of 3 years.

9.2    General  manager is  responsible  for carrying out decisions  made by the
       Board  and  daily  operation  of the  Joint  Venture.  Assistant  general
       managers  shall  assist  general  manager  to perform  his duty.  General
       manager can authorize an assistant general manager to perform his duty on
       behalf of him  under the  condition  that he is not able to  perform  his
       duty.

9.3    Several senior executives of Joint Venture including a Chief Engineer and
       a Chief  Accountant  shall be  employed by Board of  Directors  to assist
       General Manager and assistant general managers.  They are responsible for
       issues in relation to  engineering  technology,  financial and accounting
       management and other business management.



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9.4    Members of the Board may be appointed as General Manager or assistant
       general manager at the same time.

9.5    Board has the power to terminate  the  employment  contract  with General
       Manager, assistant general managers or any employee in the Joint Venture.

Article 10 Labor Management

10.1   The Board shall, subject to the P.R.C. Regulations on Labor Management in
       Sino-foreign Equity Joint Venture and relevant regulations, prepare plans
       for labor recruitment, dismissal, salary, insurance, welfare, rewards and
       punishments  schemes.  Employment contracts may be, based on the proposed
       system,  signed by an employee  individually or labor union  collectively
       with the Joint Venture.  Labor  contracts  shall be reported to the local
       labor authority for records after being signed.

10.2   The  employment,   salary,  insurance,  welfare  benefits  and  traveling
       allowance of senior executives shall be decided by the Board.

Article 11 Taxes, Finance and Audit

11.1   The  financial  and  accounting  system  of the  Joint  Venture  shall be
       established  by the Joint Venture  according to the  Sino-foreign  Equity
       Joint Venture  Financial  Accounting  Standard  issued by the Ministry of
       Finance and other relevant rules and regulations.

11.2   The  accounting  policies  and  standards of the Joint  Venture  shall be
       initiated by Party A and to be approved by the Board. Such policies shall
       be  filed  in  the  local  government's   financial  department  and  tax
       department.

11.3   The Joint Venture shall pay various taxes in accordance with the P.R.C.
       laws and regulations.

11.4   Employees  of  the  Joint  Venture  shall  pay  personal  income  tax  in
       accordance  with the  P.R.C.  Law on  Personal  Income  Taxes  and  other
       relevant regulations.

11.5   The Joint Venture shall keep reserve funds,  enterprise development funds
       and  employee  welfare  funds  in  accordance  with  the  P.R.C.  Law  on
       Sino-foreign Equity Joint Ventures.  The ratio for provision of each fund
       shall be determined by the Board based on operating  results of the Joint
       Venture.



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11.6   The accounting year of the Joint Venture is from January 1 to December 31
       of each year. All accounting receipts, bills, records and reports shall
       be produced in Chinese.

11.7   Certified public accountants  registered in the P.R.C. shall be appointed
       to  examine  and audit  the  Joint  Venture's  financial  and  accounting
       records.  They  shall  report the  results  to the Board and the  General
       Manager.

11.8   If any Party  requests  to employ  other  auditors  to examine the annual
       accounts of the Joint  Venture,  the other Party shall give its  consent.
       The Joint Venture shall co-operate in full with this auditor.

11.9   During  the  first 3 months  after  the end of each  business  year,  the
       General Manager shall organize the preparation of the last year's balance
       sheet,  profit and loss statement and profit distribution plan and submit
       the result to the Board for inspection and approval.

Article 12 Bank Accounts and Foreign Exchange

12.1   According  to the  managing  requirement  of the  Joint  Venture  and the
       relevant regulations,  the Joint Venture can open RMB or foreign currency
       bank accounts with financial  institutions  in the P.R.C. or aboard after
       approval.  The Board of the Joint Venture shall decide the signatories of
       the cheques.

12.2   The foreign  currency of the Joint Venture  (e.g.  investment by Party B,
       overseas  loan,  foreign  currency  incomes or other foreign  remittance)
       shall be deposited into the Joint  Venture's  approved  foreign  currency
       bank accounts in the P.R.C. or aboard  according to the relevant  foreign
       exchange laws or  regulations.  All foreign  currency  expenses should be
       paid through the above foreign currency bank accounts.

Article 13 Profit Distributions

13.1   The Joint Venture shall keep reserve funds,  enterprise development funds
       and employee welfare funds. The ratio for provision of each fund shall be
       determined by the Board based on operating results of the Joint Venture.

13.2   Profit of the Joint  Venture  shall be  distributed  in proportion to the
       actual payment of registered capital once a year. The distribution amount
       shall be  determined  by the Board.  The profit to both parties  shall be
       distributed  within 1 month  after of profits  distribution  by the Joint
       Venture.



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Article 14 Shareholding Transfer

14.1   All  assets  shall be  owned  by the  Joint  Venture  during  the term of
       cooperation. Any party shall not be allowed to transfer, sell or mortgage
       any part or all of the assets without approval of the Board. Any transfer
       made by a single party shall be void.

14.2   Any   transfer   of   the    shareholdings,    contractual   rights   and
       responsibilities  in part or in whole  made by a single  party to a third
       party must get the prior  consent of the other party and  approval of the
       original approval  authority.  The other party to the Joint Venture shall
       have the  priority to purchase  the  transfer  under the same  conditions
       comparable to a third party.

14.3   If  approved  by  the  original  approval   authority,   any  party  (the
       "Purchaser")  can  purchase  the  shareholding   from  other  party  (the
       "Vendor").   Or  he  can  suggest  other  purchasers  (the   "Replacement
       Purchaser") to purchase the shareholding of the Vendor.

14.4   If both Parties cannot agreed a value of the Joint Venture within 30 days
       after the Purchaser  providing  written notice the Vendor to purchase the
       shareholdings,  the value of the Joint  Venture  shall be determined by a
       registered  professional  assets  valuator  based  on  the  international
       standard  with the  assumption  that the Joint  Venture will carry on its
       business. The valuation costs shall be borne by the Vendor.

14.5   The selling price of the Vendors'  shareholdings shall equal to the value
       of the  Joint  Venture  agreed  by  both  Parties  or  determined  by the
       abovementioned  valuator in the proportion of Vendor's  total  registered
       capital in the Joint Venture.

14.6   Any party or  Replacement  Purchaser  can refuse to sell or purchase  the
       proposed transfer  shareholdings  (where applicable) within 15 days after
       receiving  the notice of Joint  Venture`s  value from the  abovementioned
       valuator.

14.7   If the Purchaser or the Replacement  Purchaser provides written notice in
       agreeing to buy the  Vendor's  shareholdings  in the Joint  Venture,  the
       Vendors shall complete all transfer  procedures  within 30 days after the
       date of such written notice. The Purchaser or Replacement Purchaser shall
       pay all purchase consideration in Hong Kong dollars or US dollars (RMB if
       local purchaser) within 10 days after the completion of transfer.  If the
       Vendor is Party B, the Purchaser or Replacement Purchaser shall remit the
       purchase  consideration  to  bank  account  designated  by  Party B after
       completion of transfer and approved by the relevant authority. The Vendor
       shall bear all the  relevant tax payment and other costs  (including  the
       valuation fee stated in clause 14.4) according to the relevant regulation
       as a result of the Vendor's retreat.



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14.8   The Joint Venture should manage its business according to normal
       condition until the Vendor shareholding transfer procedures are all
       completed.

Article 15 Duration of the Joint Venture

15.1   The duration of the Joint Venture is 50 years. The date of establishment
       of the Joint Venture is the issuing date of the business license.

15.2   Under the suggestion by any party, the Joint Venture may apply to
       approval authority for an extension of the Joint Venture's duration
       within 6 months prior to the expiration upon a unanimous approval of the
       Board.

Article 16 Insurance

16.1   All  kinds of  insurance  of the  Joint  Venture  shall be  insured  from
       insurance  companies  registered in the P.R.C.  The Board shall determine
       all  terms  &  conditions  in  insurance  policies,  including  category,
       insurance values and others.

16.2   Employment insurance, social insurance and other insurance shall be
       insured for employees by the Joint Venture. Hence the Joint venture will
       not be responsible for any accident compensation, welfare and expenses
       after retirement of employees. Detailed insurance policies shall be
       determined by the Board.

Article 17 Confidentiality

17.1   Each party of this contract  undertakes  that he and his appointed  Joint
       Venture  directors  or  employees  shall not  disclosed  any  information
       related  to  the  Joint  Venture  to  any  other  people,   corporate  or
       organization without the board consent.

17.2   The right and responsibility of this confidentiality  clause,  except the
       public  information from other sources or information  provided under the
       request  of any stock  exchange  or laws,  shall be  effective  after the
       termination of this contract by any reason.

Article 18 Amendment, Alternation and Termination of the Contract

18.1   Amendment  to the  Contract  shall  only  be  effective  upon  a  written
       agreement  signed by both  parties  and  approved  by  original  approval
       authority.



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18.2   Under the following  conditions,  any party can  terminate  this contract
       with "Effective Notice" and apply to the relevant authority for approval:

       (i)    The Joint Venture suffers losses and cannot be operated;

       (ii)   The Joint Venture cannot be operated because of force majeure;

       (iii)  The Joint Venture cannot meet its business target;

       (iv)   Any party breaches the contract or articles of the Joint Venture
              and the other party reasonably believe that such breach will cause
              the Joint Venture to fail to fulfill its economic objective or
              cause the other party or Joint Venture to incur risk to lose or
              have an unfavorable effect on the Joint Venture's operation.

       (v)    Unreasonably reject directors from one party to join the board
              meeting or management of the Joint Venture.

       (vi)   The government confiscates or expropriates all or part of the
              assets of the Joint Venture.

       (vii)  Any party's economic benefits seriously affected by the change of
              the P.R.C. laws, regulations or

              other requirements after the signing of this contract.

       (viii) Other reasons which cause the Joint Venture cannot be normally
              operated.

Article 19 Treatment of Assets after Maturity of the Joint Venture Duration

19.1   When Joint  Venture  period is expired  or the Joint  Venture  terminated
       before  the  approved  period,  if one  party's  share  has not been sold
       according  to  Article  14, the  liquidated  assets  will be  distributed
       according to the  shareholding  ratio and relevant laws. The  liquidation
       committee  or related  matters  will be  regulated by the Articles of the
       Joint Venture.


Article 20 Liabilities of Breach of Contract

20.1   Any  party  who has  failed  to  contribute  the  registered  capital  in
       accordance  with the  provisions of Article 5 of this  contract  shall be
       liable to pay  penalty  charges  equal to 1% per month of the  registered
       capital  payable  to the other  party  starting  from 3 months  after the
       submission  date.  The other party shall have the right to terminate this
       contract and claim for damage from the  breaching  party,  in addition to
       the  accumulated  penalty  charges equal to 3% of the registered  capital
       payable, if capital contribution has been overdue for 6 months.



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20.2   If any party does not perform or seriously default under this contract or
       the Joint  Venture's  Articles  which  cause the Joint  Venture  to cease
       operation,  unable  to  achieve  the  targets  stated  in this  contract,
       bankruptcy  or  liquidation,  the  defaulting  party  shall be treated as
       default and  terminate  this  contract on his own.  The other party shall
       have the  right  to  issue an  "Effective  Notice"  to  termination  this
       contract before the original approved duration,  entitled to apply to the
       original  approval  authority for  termination of this contract and claim
       for  compensation  from the default  party.  The  defaulting  party shall
       compensate  for damages  suffered by the Joint  Venture,  if both parties
       agree to continue the Joint  Venture.  If this contract was breach by one
       party and cause this contacts or its appendix  cannot be partly or wholly
       be performed, the defaulting party shall bear all the responsibilities.

Article 21 Correspondence Address

21.1   All notices  issued to any party under this contract shall be effectively
       sent to all Joint Venture Parties.  The correspondence  addresses of each
       party and his appoint directors are as follow:

       Party A:                         Shandong Longfeng Group Company
       Correspondence address:          10 Huancheng Road(N), Longkou, Yantai,
                                        Shandong, the P.R.C.
       Contact person:                  Xue Jun Song
       Phone no.:                       (86) 535 8525188
       Fax no.:                         (86) 535 8526908

       Party B:                         Noble Point Limited
       Correspondence address:          22/F New World Tower II, 18 Queen's Road
                                        Central, Central, Hong Kong
       Contact person:                  Man Fung Ki
       Phone no.:                       (852) 21313600
       Fax no.:                         (852) 21310918

Article 22 Force Majeure

22.1   In the case of force majeure such as  earthquake,  typhoon,  fire, war or
       other unforeseeable  accidents which directly renders one party unable to
       perform its duty under the terms and  conditions of this  contract,  such
       party  shall  inform  the other  party of such  accidents,  provide  with
       accident  details and valid  documentation  for  failure to fulfill  this
       contract in part or in whole or necessity for deferred performance within
       15 days after the incident.  Such documents shall be issued by the notary
       office in the area where the accident occurs.  Both parties may negotiate
       the  methods to reduce the effect  and decide  whether to  terminate  the
       Contract,   partly   relieve  the   breaching   party  from   contractual
       liabilities,  or delay the performance of this contract  according to the
       affecting level.



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<PAGE>

Article 23 Applicable Law

23.1   Conclusion, effectiveness, interpretation, performance and disputes
       settlement related to the Contract are governed by the P.R.C. Law.

Article 24 Dispute Settlement

24.1   All  disputes  caused by or related to  implementation  of this  Contract
       shall be settled through negotiation  between both parties.  Disputes not
       to be settled as such shall be submitted to China International Trade and
       Economy   Arbitration   Commission   for   arbitration   subject  to  the
       Commission's  arbitration rules after 30 days after sending the Effective
       Notice.  The  arbitration  award is final and shall be binding  upon both
       parties.

24.2   Any party can apply to the court for  enforcing  the  arbitration  award.
       During the procedures of arbitration,  enforcing the arbitration award or
       enforcing this contracts and related matters, both party agree to forfeit
       the right to allege by using the legal exemption right from the nation or
       as a nation's organization.

24.3   During the process of  arbitration,  the Contract  shall be  continuously
       executed except for the sections under arbitration.

Article 25 Language

25.1   This Contract shall be written and signed in Chinese.

Article 26 Effective and Miscellaneous

26.1   All Joint  Venture's  Land Lease  Contract,  land use right  certificate,
       building  certificate or asset purchase  contract shall be notarized by a
       public notary. Such costs shall be borne by the Joint Venture.

26.2   All costs related to the assets transfer to the Joint Venture shall be
       borne by Party A or the vendor.



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<PAGE>

26.3   Party B will  responsible for the  computerization  for the Joint Venture
       and suggest plans to purchase suitable  software and equipment.  All such
       plans shall be decided by the Board.

26.4   All supplement  agreements  prepared under the principle of this contract
       shall form part of the constitution documents of this contract.

26.5   Each Party of this contracts  represents  and undertakes  that he has the
       full power and right to sign this contract, perform the duties under this
       contract  and the  authorized  signatories  of  this  contract  has  full
       authorization to sign this contract.

26.6   Except clause 18.2,  ineffectiveness  of any clause of this contract will
       not affect the effectiveness of other clauses of this contract.

26.7   This contract shall be approved by the relevant authority and be
       effective in the approval date.

26.8   The contract is signed on November 28, 1998 by Legal representative of
       Party A and proxy of Party B in Shenzhen, the P.R.C.

26.0   This contract has eleven original copies. Party A retains 3 copies. Party
       B retains 3 copies. The Joint Venture retains 5 copies.


Party A: Shandong Longfeng Group Company
Legal representative:


Party B: Noble Point Limited
Proxy:


November 28, 1998


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