DISTRIBUTORSHIP AGREEMENT

         This agreement  (hereinafter  the  "Agreement") is made and executed in
New York this 1st day of October , 1996 between ASIA LEGEND  TRADING LTD,  Asia,
PRC, China Republic  Corporation  (hereinafter  "Asia") and NEW ERA FOODS,  INC.
(USA) Inc., a New York Corporation with offices at 120 East Industry Court, Deer
Park, New York (hereinafter "NEF").

                                   WITNESSETH

         WHEREAS  Asia is an  acquiror,  developer,  and  Seller  with  complete
authority  for the continued  sale of frozen squid  processed and sold under the
brand names  "Tenda"  and  "Piccolo"  (the  "Product")  as well as other  frozen
seafood items.

         WHEREAS Asia is willing to grant  exclusive  distributorship  rights in
the United States and otherwise  non-exclusive rights under terms and conditions
whereby  Asia  would  receive  a set price for the  Product  and have  rights of
consultation and approval for marketing strategies; and

         WHEREAS NEF is a consumer product sales distributor based in the United
States and represents that it possesses the technical  facilities and ability to
promote the sale and use of the Product as  developed by Asia and is desirous of
developing demand for and selling such Products and other items offered for sale
by Asia on an exclusive  basis in the United  States and on an exclusive  and/or
non-exclusive basis elsewhere outside the United States; and

         WHEREAS NEF has expressed a willingness to accept  responsibilities for
the  distribution  of the Product on the terms and  conditions set forth herein,
and Asia has agreed to negotiate a distributorship  contract with NEF based upon
such understandings; and

         WHEREAS Agent is a US domestic  corporation  acting in an  indenpendent
contractor capacity, as consultant,  business administrator,  and US contact for
Asia through whom US business of Asia is conducted.

         NOW  THEREFORE,   the  parties  hereto  acknowledge  the  above  stated
understandings  and  in  furtherance  of  mutual  compliance  therewith  and  in
consideration of the mutual covenants hereinafter  contained,  the parties agree
as follows:

                        I. REPRESENTATIONS AND WARRANTIES

         1.1 NEF  represents  and warrants that it is an authorized  corporation
formed in the  United  States  and it has full  right,  power and  authority  to
distribute  consumer  products  in the  United  States  and other  jurisdictions
outside the United States where  distribution  of Asia's Product under the terms
of this Agreement is contemplated by NEF and NEF will maintain such authority in
all such jurisdictions during the full term of this Agreement.

         1.2 NEF,  and Asia each to the other  represent  and warrant  that they
have full right,  power and authority to enter this Agreement and to perform the
same in accordance with the terms,  provisions and conditions  hereof and in the
manner herein specified.

                                      EX-6

<PAGE>


         1.3 NEF  represents  and  warrants  that it is  versed  in the  general
customs  and  usages of the  grocery  supply  industry  in which the  Product is
expected  to be sold and that it has  inspected  representative  samples  of the
Product, is familiar with the literature  describing Asia, and its Product,  and
understands the uses and methods for which the Product was designed, and intends
to distribute the Product only for its intended use.

         1.4 Asia  represents that the Product is saleable in the United States,
and they individually and through Agent, and Agent also represents that and they
are  familiar  with and the  Product  conforms  with all  applicable  government
regulation  both in  United  States  and  elsewhere  where  NEF may be  asked to
distribute  the Product as may be necessary for sale of the Product or otherwise
as may restrict or prohibit sale of the Product.

                               II. DISTRIBUTORSHIP

         2.1 Asia appoints NEF as the exclusive  distributor for the sale of its
Product within the bounds of the United States,  which area may be  subsequently
increased or otherwise  changed with the mutual  consent of the parties  hereto.
The area wherein NEF is allowed an exclusive distributorship for the sale of the
Product is hereinafter referred to as the "Exclusive Territory".

         2.2  During  the  continuance  of  this  Agreement  and  the  exclusive
distributorship  granted to NEF  hereunder,  Asia shall not appoint any other or
different person, firm, corporation or other entity to sell the same products in
the Exclusive Territory.

         2.3 Asia appoints NEF as a distributor for the sale if its Product on a
non-exclusive basis in any other area or jurisdiction  outside the United States
where  NEF is  qualified  to do  business  and  where  Asia  has not or does not
subsequently appoint an exclusive distributor, if requested by NEF, and when NEF
is  qualified  to  distribute  products.  The  area  wherein  NEF is  allowed  a
non-exclusive  distributorship  for  the  sale  of the  Product  is  hereinafter
referred to as the "Non-Exclusive Territory".

         2.4 NEF agrees to discontinue any sales in any Non-Exclusive  Territory
where,  after notice in writing from Asia to NEF, Asia subsequently  appoints an
exclusive  distributor,  and in such case NEF shall be allowed a reasonable time
to close its operations, if any, in such area.

         2.5 NEF accepts the  appointment  to develop demand for and to sell the
Product within both the Exclusive Territory and the Non-Exclusive  Territory and
will make all sales  hereunder in  accordance  with the terms and  conditions of
this Agreement.

         2.6  For   purposes  of  this   Agreement,   Agent  shall  act  as  the
representative  for Asia in the United States and all business  conducted  under
this Agreement  between Asia and NEF shall be processed through Age nt as though
Agent were the product  supplier,  to which exclusive  agency  arrangement  Asia
hereby  agrees,  and  any  communications   wuth,  payments  to,  acceptance  of
instructions  from,  or other  contact with Agent by NEF regarding any aspect of
the business between Asia and NEF as described and/or provided herein,  shall be
considered  as having been handled with and through Asia the same as  authorized
by this Agreement  whether or not such acts and  information  shall be otherwise
considered confidential.

         2.7 As a distributor as appointed under the terms of this Agreement NEF
shall  act as an  independent  contractor  and  shall  market  the  Product  for
distribution  and sale directly from Asia to the purchaser  thereof  arranged by
NEF.

                                      EX-7

<PAGE>


         2.8 In connection  with sales and other  distribution of the Product by
NEF in both the Exclusive Territory and Non-Exclusive Territory NEF shall obtain
all necessary  licenses and regulatory  approvals and will otherwise comply with
all governmental  regulations  applicable to sale and other  distribution of the
Product by NEF except that Asia shall be solely  responsible for compliance with
and shall cover the cost for,  independent  of NEF, all  government  regulation,
regardless  of origin,  necessary to have the Product  available for the sale in
the United States and other  jurisdictions  within both the Exclusive  Territory
and the  Non-Exclusive  Territory,  which costs shall in no event be included in
the  calculation  of or allowed as deductions  from, the price set forth for the
sale of the Product through NEF.

         2.9 In addition to distribution of the Product,  NEF shall use its best
efforts to  establish a trade  business in the United  States in and interest in
the  purchase of other  grocery  products  available,  to become  available,  or
potentially  available  from or through  Asia and the  reasonable  costs of such
development  shall be the  responsibility of Asia, the costs thereof being borne
by NEF but  advanced  or  otherwise  financed  by Asia  provided  such costs are
reasonable and any costs of significant  amounts are where possible disclosed in
advance  to  Asia  and  approved  (which  approval  shall  not  be  unreasonably
withheld).

         2.10 Asia reserves the right to, on notification  to NEF,  require Asia
approval of any  significant  expenditures in connection with this Agreement for
which Asia is made responsible prior to NEF incurring such expense.

         2.11  "Significant  Expenditures"  as  such  term is  utilized  in this
Agreement  shall mean  expenditures  relating to any  marketing  activity of NEF
which exceeds or is expected to exceed $50,000.

         2.12  Product  liability  risks  and  risks  of   non-compliance   with
applicable government regulation,  as well as risk of loss not caused by willful
misconduct  or gross  negligence  of NEF as such risks pertain to the Product or
other  products sold or distributed by NEF for or on behalf of Asia shall be the
sole responsibility of Asia for which Asia shall and does hereby indemnify NEF.

         2.13 NEF will be  responsible  to  provide  all  services  required  to
transact  in the  frozen  squid and  grocery  businesses  in the  United  States
including  but  not  limited  to  billing,   collections,   payables,  inventory
maintenance  and  receivables  support.  Asia  will  provide  all the  financing
required after  reviewing each  transaction as it is submitted for payment.  NEF
will be responsible to pay all operating expenses relating to the administration
of this Agreement out of NEF compensation.  Asia will only be responsible to pay
for direct product costs including shipping and insurance and insure collections
are properly  received and accounted for prior to remitting NEF compensation due
on each transaction to NEF.

                                      EX-8

<PAGE>



                                    III. TERM


         The  term of this  Agreement  shall  be ten  (10)  years  from the date
hereof, with two successive five year extensions without change in terms (unless
agreed to by the parties hereto in writing,  and conditioned  upon NEF not being
in  material  default  under the terms of this  Agreement  when the  request for
extension  is made) as may be requested in writing in advance by NEF, and as may
be further  extended by mutual  consent  between  the  parties,  unless  earlier
terminated in accordance with and as specified in Article VI.

                                IV. CONSIDERATION

         4.1 NEF shall pay to Asia (through Agent) as and for the  consideration
for the  granting  by Asia to NEF of the  rights  to  sell  the  Product  in the
Exclusive Territory and Non-Exclusive Territory, royalties,  administrative fees
and  financing  charges  (apportioned  between  all  as is  agreeable  to  Asia)
(hereinafter the "Consideration") to be paid to Asia on the Product sales of NEF
in an amount equal to 2.25% of the net pre-tax  profit on Sales proceeds for the
Product or products  sold which net profit shall be based upon a wholesale  (the
"Wholesale  Price")  price list for such  products  provided to and agreeable to
NEF, .25% of such Consideration shall be payable to Asia (in Asia's name through
Agent, unless otherwise instructed in writing by Asia)in restricted common stock
issued  pursuant to  Regulation  S as long as and to the extent that Asia is and
continues  to  be  qualified  to  acquire  such  stock  in  Krantor  Corporation
(hereinafter  "Krantor") (public parent corporation to NEF) the amount of shares
per dollar of  Consideration  to be based upon the then current  market value of
publicly traded common stock in Krantor.

         Asia,  Agent,  their  successors and assigns shall not, as stockholder,
partner,  principal agent, employee or otherwise,  directly or indirectly engage
in any  business  of any  nature or type  conducted  by NEF and  subject to this
Agreement  which shall in any manner compete with the business of NEF subject to
this  Agreement or limit or preclude to NEF the  opportunity  of  increasing  or
expanding its business, without the prior written consent of NEF.

         4.2 In  consideration  for  Asia  or  their  duly  authorized  designee
providing  the  Product  and/or  other  products  to NEF for  further  sale  and
distribution by NEF in accord with this Agreement,  on credit and consignment to
NEF,  and as  security  for doing so, NEF shall at the  initiation  of the joint
venture  provided for by this Agreement loan and transfer to Asia  $2,000,000 in
cash and inventory as collateral  security for performance by NEF as provided in
and in accord with this Agreement. Interest at an annual rate of 5% shall accrue
on such monies  while held by or for the benefit of Asia and shall be payable by
Asia to NEF along with return of the funds if and when returned to NEF. If there
shall occur any material default by NEF under the terms of this Agreement and if
such default be notified and evidenced to NEF, be undisputed, and remain uncured
for 30 days or more  continuous,  Asia may enforce  recovery of monetary damages
resulting from such default  against said funds,  and such recovery shall be the
exclusive manner of Asia receiving any monetary damages.  If the claimed default
is disputed in writing by the party  claimed to have  defaulted,  such  disputes
shall be solved using the same  procedure as with  terminating of this Agreement
(See Section VI infra)  although  access to the said funds shall be available to
the aggrieved party if default is confirmed in such litigation.  Asia shall also
maintain a lien  interest  in such funds as  security  for sale or return of the
Product or other  products  transferred  to NEF for further  sale in accord with
this Agreement. Possession of said funds shall be sufficient to perfect the said
lien interest, but financing statements may be filed if such is deemed advisable
by legal counsel to Asia. This agreement and arrangements as provided herein re:
the $900.00  funds shall take effect upon receipt by Asia of said funds and need
not be memorialized or otherwise provided for in any separate  instrument unless
and until so  required  at the written  request of Asia.  From time to time,  if
business experience warrants,  within the sole discretion of NEF, they may elect
to provide  Asia with  additional  collateral  funds to help assist in increased
business between NEF and Asia.

         4.3 As further security for the covenants  within and  participation in
the  arrangements  made per this Agreement by Asia, and as further  assurance by
NEF of their  performance  hereunder,  Asia recognizes and relies upon the value
and good-will of Krantor Corporation, ("Krantor) the corporate parent of NEF and
requires a stock pledge of all  securities  in NEF held by Krantor,  which stock
pledge is  agreed  to by both NEF and  Krantor,  evidenced  by their  signatures
provided  on this  Agreement.  Such  stock  pledge  shall also be  evidenced  by
separate instrument  significantly in the form as attached as an exhibit to this
Agreement.


                                      EX-9

<PAGE>



                             V. PAYMENT AND DELIVERY

         5.1 All orders  Asia  receives  for its product  from NEF or  customers
referred to Asia by NEF and manner of payment therefor are subject to acceptance
by Asia and Asia  reserves a right of  consultation  and  approval on  marketing
strategies,  which approval shall not be unreasonably withheld and such approval
shall be given if marketing methods and strategies by NEF are in conformity with
the usual  business  practices  prevalent in the marketing  area. In all events,
shipment of the  Product  pursuant to the order given by or through NEF shall be
construed as approval.

         5.2 Asia shall pay or arrange for payment to NEF all proceeds from sale
of the  Product and other  sales of  products  marketed  by Asia  through NEF as
authorized within the provisions of this Agreement from which NEF shall subtract
the Wholesale Price for such payment and the  Consideration  (as such terms have
been defined herein) and remit same to Asia,  through Agent,  the net amounts to
be paid to NEF  hereinafter  to be  referred to as the "Net  Proceeds".  All Net
Proceeds  payable to NEF which are  received by Asia shall be  forwarded  to NEF
within 7 days of receipt by Asia,  and/or Agent,  and Asia shall provide  weekly
summaries of such  receipts in writing to NEF. All payments  shall be made in US
currency. Compensation to NEF under this Agreement shall hereinafter be referred
to as "NEF Compensation".


                                     EX-10
<PAGE>


         5.3 Asia  will use its best  efforts  to fill the  accepted  orders  as
promptly as practicable,  subject,  however,  to delays caused by transportation
conditions,  labor or material  shortages,  strikes or other labor difficulties,
fire or other  natural  disaster,  or other cause of whatever  nature beyond the
immediate control of Asia. In all cases Asia will use its best efforts to advise
NEF in advance of any  inability to make full and timely  delivery of any of the
Product which NEF has previously arranged an order for.

         5.4 NEF or its duly  designated  agent  shall be  allowed  the right to
inspect the Product prior to being packaged and placed for shipment and NEF need
not offer for sale any product thought unsatisfactory in their sole discretion.

         5.5 There shall be no minimum  amount  requirements  which NEF shall be
required to have purchased or have arranged for purchase.

         5.6 The costs of shipping and of insuring the Product  during  shipment
shall be borne by Asia and arrangements therefor made by Asia and NEF shall have
no responsibility  to customers  arranged by them for Product orders to Asia and
NEF shall be  indemnified  by Asia for claims of damages to such  customers  for
non-shipment of goods or shipment of defective  goods.  NEF shall be named as an
additional  insured on shipment of all Products by Asia to customers arranged by
NEF.

         5.7 In order to enable Asia to have a complete  record of all  products
sold, NEF shall furnish Asia at such intervals as Asia and NEF shall agree,  but
not less than  semi-annually,  a report of all  sales of Asia's  Product  in the
Exclusive Territory and/or in the Non-Exclusive Territory by NEF.

         5.8 Unless Asia shall have  authorized  or permitted  the return of any
Product, Asia shall not be obligated to accept any Product returned, nor to make
any exchange thereof,  nor to credit NEF therefor,  except in the case of damage
or defect attributable to Asia.

                                 VI. TERMINATION

         6.1 This  Agreement  and the term thereof may be  terminated  by either
Asia or NEF in the event of the material and  substantial  breach,  violation or
default  by  the  other   party  of  any   covenant,   condition,   warranty  or
representation  hereunder. Such termination shall become effective ten (10) days
after  receipt by the breaching or  defaulting  party of written  notice of such
termination  from the other party with the nature of such  default and the facts
underlying  the  default  therein  specified,  unless the party  claimed to have
defaulted  disputes  such claim in writing,  upon which  occurrence  the parties
shall be allowed to  litigate  the issues and unless  otherwise  agreed  further
performance  under this Agreement shall be stayed until the parties are notified
of the results of such litigation without liability to either party being caused
by such delay.  Notwithstanding,  if the litigation can not be scheduled, heard,
and a decision  rendered  within  one  hundred  twenty  (120) days not caused by
neglect or willful act of the party seeking continuation of the Agreement,  this
Agreement shall be terminated and continuance  shall require  execution of a new
or renewal  contract.  6.2 Asia shall not be liable to NEF or  customers of Asia
arranged  by NEF for any delays in  delivery  or any  failure to deliver  due to
causes  beyond  Asia's  control,  including but not limited to acts of God, war,
mobilization,   civil   commotion,   riots,   embargoes,   domestic  or  foreign
governmental  regulations or orders enacted after inception of the joint venture
provided for under the terms of this Agreement, fires, floods, strikes, lockouts
or other  difficulties,  machinery  breakdowns,  or shortages of or inability to
obtain  shipping  space or  transportation,  not caused by the gross  neglect or
willful misconduct Asia.

         6.2 Asia shall not be liable to NEF or  customers  of Asia  arranged by
NEF for any delays in delivery  or any  failure to deliver due to causes  beyond
Asia's control, including but not limited to acts of God, War moblization, civil
commotion,  riots,  embargoes,  domestic or foreign governmental  regualtions or
orders enacted after inception of the joint venture provided for under the terms
of this  Agreement,  fires,  floods,  strikes,  lockouts or other  difficulties,
machinery  breakdowns,  or shortages of or inability to obtain shipping space or
transportation, not caused by the gross neglect or willful misconduct Asia.

         6.3 The  termination  of this  Agreement,  irrespective  of the  ground
thereof  and the  party  effecting  same,  shall  not  relieve  any party of its
obligations  hereunder  prior to the  effective  date of such  termination,  nor
thereafter of any of the  obligations  set forth in Sections 2.7, 2.8, 5.7, 5.8,
and Article VII.

         6.4 The parties mutually acknowledge and agree that in the event of any
default by another party under this Agreement, the injury to the aggrieved party
will be irreparable  and damages will be inadequate and that, in addition to any
other remedy allowed,  the aggrieved  party shall, at is option,  be entitled to
specific performance of this Agreement.

                                     EX-11

<PAGE>

                               VII. TRADE SECRETS

         NEF agrees  that any trade  secrets or any other  like  information  of
value  relating to the  business  and/or field of interest of Asia or any of its
affiliates,  or of any corporation or other legal entity in which Asia or any of
its  affiliates  has an  ownership  interest of more than  twenty-five  per cent
(25%),  including  but not  limited  to,  information  relating  to  inventions,
disclosures,    processes,   systems,   methods,   formulae,   patents,   patent
applications,  machinery,  materials,  research  activities and plans,  costs of
production,  contract forms, prices, volume of sales,  promotional methods, list
of names or classes of customers,  which NEF has heretofore  acquired during the
engagement  of NEF by Asia  or any of its  affiliates  or  which  NEF  hereafter
acquire  during the term of this  Agreement as the result of any  disclosures to
NEF, or in any other way, shall be regarded as held by Asia and its personnel in
a fiduciary capacity solely for the benefit of Asia, its successors and assigns,
and  shall  not at any  time,  either  during  the  term  of this  Agreement  or
thereafter, be disclosed,  divulged, furnished, or made accessible by NEF or its
personnel to anyone,  or be otherwise used by them, except in the regular course
of business of Asia or its  affiliates.  Information  shall for the  purposes of
this  Agreement be considered to be secret if not known by the trade  generally,
even  though  such  information  may have been  disclosed  to one or more  third
parties pursuant to distribution agreements,  joint venture agreements and other
agreements entered into by Asia or any of its affiliates.

                                     EX-12

<PAGE>


                               VIII. MISCELLANEOUS

         9.1  Distributor  Not Made an Agent.  It is agreed that this  Agreement
does  not  constitute  NEF the  agent or  legal  representative  of Asia for any
purpose  whatsoever.  NEF is not granted any right or  authority to assume or to
create any obligation or responsibility,  express or implied, on behalf of or in
the name of Asia or to bind Asia in any manner or thing whatsoever.

         9.2 Governing  Law.  This  contract  shall be governed by and construed
according  to the  laws  of the  State  of  New  York,  but  all  questions  and
controversies,  if any,  shall be settled in United States  Federal Court having
jurisdiction and location within the State of New York.

         9.3 Further  Assurances.  At any time, and from time to time, after the
date of this Agreement,  each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm or
perfect title to any property  transferred  or to be  transferred  in accordance
with the terms  hereof or otherwise to carry out the intent and purposes of this
Agreement.

         9.4  Assignment.  This  Agreement  is personal to the parties and shall
incur only to their benefit or the benefit of any further entity into which said
parties  may merge  under law.  This  Agreement  cannot be assigned by any party
except  by or with the  written  consent  of the  other  party.  Nothing  herein
expressed or implied is intended or shall under any  circumstances  be construed
to confer upon or give any person,  firm or  corporation  other than the parties
hereto and their respective legal representatives,  any rights or benefits under
or by reason of this Agreement.

         9.5 Notices. All notices,  demands and other  communications  hereunder
shall be deemed to have been duly given if  delivered  or mailed,  certified  or
registered  mail, with postage prepaid,  or served  personally on a party at his
respective address as hereinabove recited or at such other address as such party
may, from time to time, provide in writing to the other party for such purpose.

         9.6 Complete Agreement. This Agreement constitutes a complete statement
of all of the arrangements,  understandings  and agreements  between the parties
with  respect  to the  subject  matter  hereof.  All  prior  memoranda  and oral
understandings  with respect thereto are merged into this  Agreement.  Except as
aforesaid,  neither of the parties  hereto shall rely on any  statement by or in
behalf of any other party which is not contained in this Agreement.

         9.7 Interpretation.  Whenever possible,  each Article of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any Article is  unenforceable  or invalid under such law,
such Article shall be ineffective only to the extent of such unenforceability or
invalidity,  and the remainder of such Article and the balance of this Agreement
shall in such event continue to be binding and in full force and effect.

         9.8  Non-Waiver.  The  terms,  provisions  and  covenants  hereinbefore
contained shall be specifically enforceable.  The failure by either party hereto
to enforce any provision of this Agreement  shall not operate or be construed as
a waiver of any right,  power or privilege  contained  in that  provision or any
other provision of this Agreement.

         9.9  Headings.  The  headings of all  Articles  or within any  Articles
herein specified are for the convenience of locating  information only and shall
have no substantive effect on or be construed as assisting in the interpretation
of any of the terms, covenants or conditions of this Agreement.

         In Witness Whereof, the parties hereto have caused this Agreement to be
executed the day and year first above written.

WITNESS:                                   NEW ERA FOODS, INC.


                                    by /S/ Mair Faibish, Vice President
                                    -----------------------------------
                                           Mair Faibish, Vice President

WITNESS:                                   ASIA LEGEND TRADING LTD


                                    by /s/ Wei Wei, Resident Director
                                    ---------------------------------
                                           Wei Wei, Resident Director

WITNESS                                    KRANTOR CORPORATION


                                    by
                                    ----------------------------------

                                     EX-13