Chief Operating Employment Agreement

Exhibit 7o


China Peregrine Food Corporation


EMPLOYMENT CONTRACT


This Employment Contract is between China Peregrine Food Corporation (the Company), a corporation organized and existing under the laws of the state of Delaware, United States of America, and Mr. Stephen R. Langley, a resident of Pudong, Shanghai, China and a citizen of the United States of America (Langley).


1. Position: This Contract is for the position of Chief Operating
Officer-China of China Peregrine Food Corp. (Shanghai) Co. Ltd., a
subsidiary of the Company (CHPF-SH).


2. Responsibilities: Langley shall have overall responsibilities for
CHPF-SH's operations throughout the Peoples Republic of China (PRC).
These responsibilities will include: financial (profits, sales,
controls, budgets), sales management, marketing, delivery,
administration, operations, etc. Langley will, on a day-to-day basis,
have overall responsibility for managing CHPF-SH's interests in the
PRC. While employed directly by CHPF-SH, Langley will have
supervisory responsibilities for operations (as described above) of
other business interests of the Company in China, as determined from
time to time by the Company. Langley shall report directly to the
President and CEO of the Company. From time to time, Langley shall
report on the status of the business interests of the Company in
China to the Executive Committee and the Board of Directors of the
Company.


3. Salary: The annual salary for this position shall be US$75,000, paid
in twelve equal monthly installments. This salary, and other cash
compensation, shall be distributed in US dollars or other currency
that best suits the needs of Langley and the Company. This salary
will be reviewed at each year-end. The Company shall deduct the
appropriate amount of all applicable federal taxes from Langley's
salary payments, based upon the deductions supplied to the Company by
Langley. The Company shall be responsible for the payment of Chinese
income taxes on Langley's salary and the actual United States income
taxes based upon tax equalization concepts and provisions of the
Internal Revenue Code.


4. Bonus Plan: The bonus plan shall have three elements:


4.1 First Year Quarterly Bonus. Langley shall receive US$7,500 as a
bonus in each of four calendar quarters of the first employment
year under this contract.


4.2 Subsequent Years Quarterly Bonus. Langley shall be eligible
for a US$7,500 bonus and shall receive such amount as a minimum
bonus in each of four calendar quarters of subsequent
employment years under this contract, based on short term


performance objectives as mutually agreed to in writing by
Langley and the Company.


4.3 Langley shall have the option of receiving the bonus described
in the preceding sections 4.1 and 4.2 in either cash payment or
stock. If in stock, the amount of stock due shall be based
upon a per share price determined by an average of the monthly
stock trading price calculated monthly, but paid on a quarterly
basis, commencing with the fourth quarter of the Company's 1999
fiscal year.


5. Stock options: A one-time grant of an option for 50,000 shares of the
Company's common stock shall be awarded as a signing bonus. Also, an
option on 50,000 shares shall be awarded at the end of each calendar
year for three years. These four grants shall total options for
200,000 shares. These options shall be vested over three years from
the date of each respective award. Once these options are awarded,
they shall have a five-year life. The Stock Option Agreement between
the Company and Langley shall govern the detailed terms and
conditions for these options.


6. Corporate Benefits:


6.1 The Company shall provide the same corporate benefits (medical,
etc.) to the Langley as it provides to its other US employees.


6.2 Housing: An annual housing allotment of US$48,000, payable
monthly will be provided for housing in the PRC for Langley.


6.3 Education: An annual education allotment of US$22,000 will be
provided for the education of Langley's family members in the
PRC.


6.4 Local Transportation: The Company, through CHPF-SH, will supply
an automobile and driver for Langley's local transportation
needs in the PRC, on a pre-approved basis.


7. Compliance with Company Policies and Regulations: Langley will
execute his duties and responsibilities in strict accordance with
Company policies and regulations, approved budgets, and specific
directives. Further, Langley shall be responsible, and accountable,
for the employees under his responsibility to also abide by these
policies and regulations. In the event Langley is, among other
things, negligent in his performance of his responsibilities,
especially as it relates to compliance with Company policies and
procedures, he will be subject to termination for cause.


8. Termination: Either side may terminate employment by giving six
calendar months written notice. Langley may be terminated for cause
only subsequent to five days written termination notice to Langley,
which notice shall specify the grounds for termination for cause, and
provide for the opportunity for Langley to address the Executive
Committee of


the Company's Board of Directors with respect to the
matters set forth in the written termination notice.


9. Confidentiality: Langley agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial information,
records and reports, and data related to the operation of the Company
is confidential and secret (the foregoing hereinafter referred to as
"Confidential Information"). Langley shall not at any time disclose,
or after termination or expiration of this Contract disclose, any
Confidential Information to any person, company, government, or use
any Confidential Information in direct competition with the business
of the Company or its subsidiaries.


10. Commencement and Term: This Contract is effective with the signing by
both parties below as of September 1, 1999. Except as otherwise
provided in this document, this Contract shall be valid for five (5)
years, and shall automatically renew under the same terms and
conditions unless thirty (30) days prior to the expiration date one,
or both, of the parties notifies the other party of the intention to
terminate, or modify, this Contract.


11. Inside Information--Securities Laws Violations: In the course of the
performance of Langley's duties, it is expected that Langley will
receive information that is considered material inside information
within the meaning and intent of the federal securities laws, rules,
and regulations. Langley will not disclose this information directly
or indirectly for Langley or as a basis for advice to any other party
concerning any decision to buy, sell, or otherwise deal in the
Company's securities or those of any of the Company's affiliated
companies.


12. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign: Langley represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by Langley, do not and shall not constitute an offer,
payment, or promise, or authorization of payment of any money or gift
to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.
These payments may not be used to influence any act or decision of an
official, party, or candidate in his, her, or its official capacity,
or to induce such official, party, or candidate to use his, her, or
its influence with a government to affect or influence any act or
decision of such government to assist the Company in obtaining,
retaining, or directing business to the Company or any person or
other corporate entity. As used in this Paragraph, the term
"official" means any officer or employee of a government, or any
person acting in an official capacity for or on behalf of any
government; the term "government" includes any department, agency, or
instrumentality of a government.


13. Governing Law. This Agreement is subject to and shall be interpreted
in accordance with the laws of Delaware.


Signatures:


_______________________________ September 1, 1999
Stephen R. Langley Date


China Peregrine Food Corporation


_______________________________ September 1, 1999
Roy G. Warren Date
President


China Premium Food Corporation


EXECUTIVE COMPENSATION AGREEMENTEMPLOYMENT CONTRACT


This Executive Compensation Agreement is made September 1, 2000, between China Premium Food Corporation (the Company), a corporation organized and existing under the laws of the state of Delaware, United States of America, and Mr. Stanley A. Hirschman, a individual residing at 2600 Rutgers Court, Plano, Texas (Hirschman)


1. Purpose: This Executive Compensation Agreement sets forth the
compensation of Hirschman in connection with and for the performance
of his duties as Chairman of the Board of Directors of the Company.


2. Responsibilities: The Chairman is the chief officer of Company and,
subject to the control and direction of the Board of Directors, will
supervise the overall corporate and business affairs of the Company.
The Chairman will preside at all meetings of the Board of Directors.
From time to time, Hirschman, as Chairman, shall report on the status
of the business interests of the Company to the Board of Directors of
the Company. Hirschman shall not assume any additional consulting or
employment positions with other businesses not presently held by him
during the initial six months of the term of this Agreement. The
Company may place a similar condition upon the continuation of
Hirschman as Chairman subsequent to the initial six month term of
this Agreement.


3. Salary: Hirschman shall be paid the sum of $7,500 per month for the
six months commencing September 1, 2000 and ending February 28, 2001.
At the expiration of that six month period, the Compensation
Committee of the Board of Directors shall review Hirschman's monthly
compensation and make a recommendation to the Board with respect to
any adjustment in that monthly amount. Hirschman's monthly
compensation subsequent for the initial six month period shall be
determined by the agreement of the parties to this Compensation
Agreement.


4. Bonus Plan: In addition to the monthly compensation to be paid to
Hirschman, he shall be entitled to participate in an executive bonus
plan, as follows:


4.1. Hirschman shall receive options to purchase 100,000 of the
Company's common stock at the then current market price as a
bonus when the Company's common stock achieves and maintains a
closing price of $2.00 or more for sixty consecutive trading
days. The "then current market price" is defined to mean the
average closing price of the Company's common stock during such
sixty consecutive trading days. These options shall be
exercisable during the three year period commencing with the
date of their issue to Hirschman.


4.2. Hirschman shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the


Company's common stock achieves and maintains a closing price
of $3.00 or more for sixty consecutive trading days. The "then
current market price" is defined to mean the average closing
price of the Company's common stock during such sixty
consecutive trading days. These options shall be exercisable
during the three year period commencing with the date of their
issue to Hirschman.


4.3. Hirschman shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $4.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to Hirschman.


4.4 Hirschman shall receive options to purchase an additional
100,000 of the Company's common stock at the then current
market price as a bonus when the Company's common stock
achieves and maintains a closing price of $5.00 or more for
sixty consecutive trading days. The "then current market
price" is defined to mean the average closing price of the
Company's common stock during such sixty consecutive trading
days. These options shall be exercisable during the three year
period commencing with the date of their issue to Hirschman.


4.5 If Hirschman shall cease to serve as Chairman of the Board, the
exercise period for any options issued but not exercised shall
be the lesser of (i) the exercise period remaining for such
options or (ii) 365 days.


5. Compliance with The Company Policies and Regulations: Hirschman will
execute his duties and responsibilities in strict accordance with
Company policies and regulations, approved budgets, and specific
directives.


6. Termination: Hirschman shall serve as Chairman at the pleasure of the
Board of Directors. Either side may terminate this Agreement by
giving thirty calendar days written notice. Hirschman may be
terminated as Chairman for cause only subsequent to five days written
termination notice to Hirschman, which notice shall specify the
grounds for termination for cause, and provide for the opportunity
for Hirschman to address the Company's Board of Directors with
respect to the matters set forth in the written termination notice.


7. Confidentiality: Hirschman agrees and acknowledges that acquired
information and knowledge concerning the business operations of the
Company, trade secrets, methods of operation, product formula,
manufacturing procedures, business practices, financial


information, records and reports, and data related to the operation
of the Company is confidential and secret (the foregoing hereinafter
referred to as "Confidential Information"). Hirschman shall not at
any time disclose, or after termination or expiration of this
Contract disclose, any Confidential Information to any person,
company, government, or use any Confidential Information in direct
competition with the business of the Company.


8. Commencement and Term: This Contract is effective with the signing by
both parties below as of September 1, 2000. As provided in this
document, this Agreement is subject to termination by the parties
upon appropriate notice.


9. Inside Information--Securities Laws Violations: In the course of the
performance of Hirschman's duties, it is expected that Hirschman will
receive information that is considered material inside information
within the meaning and intent of the federal securities laws, rules,
and regulations. Hirschman will not disclose this information
directly or indirectly for Hirschman or as a basis for advice to any
other party concerning any decision to buy, sell, or otherwise deal
in the Company's securities or those of any of the Company's
affiliated companies.


10. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign: Hirschman represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by Hir ...