AGREEMENT
Agreement, made this 6th day of November, 1998 by and between China
Food & Beverage Company, (f/k/a Omap Holdings Incorporated) a Nevada corporation
(hereinafter "CHIF") and Dizon Investments Limited, a British Virgin Islands
corporation, (hereinafter "DIZON");
WHEREAS, CHIF and DIZON on March 15, 1997 entered into a certain
agreement a copy of which is annexed hereto as Exhibit A (the "Agreement");
WHEREAS, CHIF and DIZON wish to cancel and make null and void the
Agreement and place the parties status quo ante.
NOW, THEREFORE, in consideration of the premises and promises contained
herein the signatory parties agree hereto as follows:
1. The Agreement is by this document declared null and void and of no
force and effect.
2. By virtue of paragraph 1 above, DIZON shall forthwith return to CHIF
20,000,000 pre-reverse shares of CHIF restricted common stock issued to DIZON
per the Agreement.
3. By virtue of paragraph 1 above, DIZON shall forthwith return to CHIF
all incidents of ownership in American China Development Corporation common
stock and any licenses received pursuant to the Agreement.
4. All expenses of unwinding the Agreement pursuant to paragraph 1
hereof shall be borne by the respective parties.
5. This Agreement shall be construed under the laws of the State of New
York.
6. This Agreement may be signed in one or more counterparts. IN WITNESS
WHEREOF, the parties have set their hands and seal the first day, month
and year above written.
CHINA FOOD & BEVERAGE COMPANY
By:/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
DIZON INVESTMENTS LIMITED
By:/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Director
