EXHIBIT A(2)
AGREEMENT
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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 1hereof 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
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