CHINA FOOD AND BEVERAGE COMPANY 8 WEST 38TH STREET, 9TH FLOOR

                            NEW YORK, NEW YORK 10018

                                  212-398-7833

                                FAX: 718-357-0643

                                  March 4, 2001

Grace Ying
Tritradex Incorporated
17 Westbury Avenue
Mineola, N.Y. 11501

Dear Mrs. Ying:

Pursuant to our recent discussions,  our company agrees to issue a company check
in  the  amount  of  $  80,000.00  U.S.  Dollars,   made  payable  to  Tritradex
Incorporated (a New York Corporation).  Both parties understand that these funds
are being sent prior to the final  contract  signing,  whereby our company  will
participate in an equity  investment in either  Tritradex  Incorporated  or it's
subsidiary,  Shanghai Tritradex Machinery,  Inc. In addition, both parties agree
that if a final contract is not signed by April 30, 2001, Tritradex Incorporated
will  return  said funds to our  company,  within ten (10) days.  Finally,  both
parties  further  agree that in the event  that  Tritradex  Incorporated  cannot
fulfill all of the terms of this  agreement,  then Grace Ying will be personally
responsible  to  return  said  funds  to  our  company,  within  ten  (10)  days
immediately  following the  expiration of the initial ten (10) day  requirement,
agreed to by Tritradex Incorporated.

Sincerely,

By: /s/ James Tilton
- --------------------
        James Tilton
        President

Agreed and accepted: Agreed and accepted:

By: /s/ Grace Ying
- ------------------
        Grace Ying
        As a Private Individual
        Corporate Secretary
        Tritradex Incorporated