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                                                                    EXHIBIT 10.2

                             Subcontracting Contract

Party A: Shandong Longfeng Flour Company
Party B: New Dragon Asia Flour (Yantai) Company Limited

Shandong  Longfeng Flour Company  ("Party A") has invested 10% of the registered
capital in New Dragon Asia Flour (Yantai)  Company Limited ("Party B"). Based on
the actual  production  condition and the  consideration of obligations,  power,
profits  of the  shareholder,  Party A and Party B agreed to sign this  Contract
after consultation.

1.   Subcontract Period
     Subcontracting period is 50 years, i.e. from June 26, 1999 to June 25, 2049

2.    Subcontract Fee
      Party B shall  paid  RMB300,000  as  Subcontract  Fee to  Party A for each
      financial year within the Subcontract Period.

3.    Both parties' responsibilities

         (i)      Party A :

                  Party A shall advise, provide services and monitor on major
                  decisions and production management to Party B. Party A shall
                  also audit the operation condition and economic
                  responsibilities of Party B within and at the end of the
                  Subcontract Period.

         (ii)     After Party A received the Subcontract Fee, it does not
                  entitled to receive the undistributed profits according to the
                  actual proportion of investment in registered capital after
                  deducting the Subcontract Fee.

         (iii)    Party B:

                  (1)      Party B must obey the PRC laws and regulations,
                           operate the business according to the approved
                           business areas and use its operation power correctly.

                  (2)      Party B should improve its decision-making and
                           management ability, enhance its operation capacity
                           and profitability, expand the market and increase the
                           incomes.

                  (3)      Party B shall strictly execute the policies of the
                           company and ensure every target can be successfully
                           achieved.


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                  (4)      Party B shall improve the equipment maintenance,
                           quality management, market expansion and
                           self-development based on the long-term business
                           view.

         4.       If Party B encounters earthquake, fire, typhoon, etc such
                  unforeseeable or unavoidable natural accidents which directly
                  affect the completion of economic targets during Party B's
                  operation period, then Party A and Party B can negotiate to
                  reduce the Subcontract Fee. Normal change in market conditions
                  and changes in competitive environments shall not be an excuse
                  to change the Subcontract Fee.

         5.       Party A and Party B can negotiate to adjust the Subcontract
                  Period.

         6.       Any other matters not stated in this Contract shall be
                  negotiated by both Parties. Supplemental agreement can be
                  signed if necessary.

         7.       This Contract has 3 copies and is effective after signing with
                  company chop.

Party A's legal representative:

Party B's representative:


June 26, 1999