MODIFICATION AGREEMENT
This Modification Agreement by and between China Food & Beverage
Company ("China") and Tiancheng (China) Co., Ltd. ("Tiancheng") made as of
December 31, 1998.
WHEREAS, China and Tiancheng entered into a certain Trust Agreement on
December 17, 1997; and
WHEREAS, Tiancheng and China wish to modify the terms thereof.
NOW, THEREFORE, in consideration of the premises and promises contained
herein the signatory parties agree hereto as follows:
1. Paragraph 4 of the Trust Agreement is modified to read as follows:
"Party A (China) has agreed to Party B (Tiancheng) the sum of
$150,000 as partial payment for Tiancheng's services as set forth
in the Trust Agreement. Of such $150,000, $92,000 has been paid as
of the date hereof and Tiancheng acknowledges receipt of such
amount. China shall also deliver to Tiancheng 500,000 shares of
its common stock which number of shares has been delivered to
Tiancheng and Tiancheng specifically acknowledges receipt thereof.
Such 500,000 shares shall not be, when delivered, be free of
restrictive legend and Tiancheng waives its rights to have
"marketable shares" delivered to it. Additionally, Tiancheng
waives its rights to have such 500,000 shares have a value of not
less than $2,500,000 and accepts the shares previously delivered
in the form as delivered plus the $92,000 as full compensation
from its services; provided, however, that China still owes to
Tiancheng the sum of $58,000 to fulfill its obligations under the
Trust Agreement."
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
---------------------------------
Xxxxx Xxxxxx, President
TIANCHENG (CHINA) CO., LTD.
By: /s/ Wang Qingzhang
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Wang Qingzhang, President
