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                                                                    EXHIBIT 10.1

                     Sino-foreign Joint Venture Contract for
                 New Dragon Asia Flour (Yantai) Company Limited

Article 1 Introduction

1.1      Shandong Longfeng Flour Company Limited (as "Party A") and Mix Creation
         Limited (as "Party B"), based on the principal of equality, mutual
         benefits and upon friendly consultation, agreed to jointly establish
         the New Dragon Asia Flour (Yantai) Company Limited in Yantai, Shandong,
         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  Flour  Company  Limited,
                                 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:                  Mix Creation 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
         Flour (Yantai) 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 Flour  (Yantai)
                                               Company Limited

         Address of the Joint Venture:         10 Huancheng Road(N), Longkou,
                                               Yantai, Shandong, the P.R.C.


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The Joint Venture is registered in Yantai, Shandong, the P.R.C.

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
         flour 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 flour and other foods;

         (ii)     Research and development of flour and other foods;

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

4.3      The production capacity of the Joint Venture in the first year shall be
         100,000.00 tones per annum. Among 30% of the total products shall be
         exported. 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 56,000,000.00
         The registered capital of the Joint Venture is RMB 28,000,000.00 Of
         which:

         Party A will provide RMB 2,800,000.00 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 25,200,000.00
         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 2,800,000.00 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 25,200,000.00 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.



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

(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. 30% of sales are sold abroad and 70% are sold within the
         country.

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.



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

         (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.



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

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
         25 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 announcement 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



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

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 Flour Company Limited.
       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:                 Mix Creation Limited
       Correspondence address:  22/F New World Tower II, 18 Queen's Road
                                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



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         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.

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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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 by a legal representative of Party A and a proxy
         of Party B in Longkou, the P.R.C. on June 1, 1999

26.9     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 Flour Company Limited
Legal representative:


Party B: Mix Creation Limited
Proxy:


June 1, 1999



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