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                                                                    EXHIBIT 10.6

                             Subcontracting Contract

Party A: Shandong Longfeng Group Company
Party B: New Dragon Asia Food (Dalian) Company Limited

Shandong  Longfeng Group Company  ("Party A") has invested 10% of the registered
capital in New Dragon Asia Food (Dalian)  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 December 26, 1998 to
      December 25, 2048

2.    Subcontract Fee

      Party B shall  paid  RMB50,000  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:


December 26, 1998