AGREEMENT  made this 27th day of April,  1998,  by and between CHINA FOOD &
BEVERAGE COMPANY, a Nevada corporation ("China"),  CALDER INVESTMENTS LIMITED, a
British  Virgin  Islands  corporation  ("Calder")  and LI LIN HU, an  individual
citizen  of  the  People'   Republic  of  or  China  ("Mr.  LI")   (collectively
the"Sellers");

     WHEREAS,  the Sellers are the owners of a certain number of shares of stock
representing  the ownership of one hundred percent (100%) in the percentages set
forth beside those names below of Victoria Beverage Company Limited,  an Isle of
Man Corporation (the "Victoria Stock"); and

     WHEREAS,  the  Sellers  wish to sell to China and China  wishes to purchase
from Sellers' the Victoria  Stock on the terms and  conditions  set forth herein
below;

     NOW,  THEREFORE,  in consideration  of the premises and promises  contained
herein the signatory parties agree hereto as follows:

   1. The Sellers hereby and herewith sell to China the Victoria Stock and China
herewith and hereby purchase the Victoria Stock from the Sellers.

   2. The  purchase  price for the  Victoria  Stock is and shall be a  debenture
issued by China in face amount of US' $21,000,000 which debenture shall be for a
term of five years  bearing  interest at eight percent (8%) per annum payable on
the  yearly  anniversary  of  the  issuance  by  China  of  the  debenture  (the
"Debenture"). The Debenture may be converted at any time during its term, at the
option of China only, into shares of common stock of China at a conversion price
of five dollars  ($5.00) per share.  China may cause such conversion at any time
during the term that the shares of stock of China trade at the close of ten (10)
consecutive  business days at a high bid price of $5.00 per share.  China agrees
to  register  all  shares so  converted  pursuant  to  appropriate  registration
statement as soon as practicable after such conversion.

   3. The Sellers Represent and warrant that Victoria is the owner of fifty five
percent (55% )of Anhui Haodun  Brewery CO.,  Ltd. (the  "Brewery").  The Sellers
further represent and warrant that the Brewery has total assets of approximately
US$14,200,000  and total gross  liabilities not exceeding  US$8,700,000  and the
total net shareholders equity is approximately US$5,500,000 and that the Brewery
has,  in the last  twelve  (12)  months  passed,  had total  gross  revenues  of
approximately  US$15,500,000  and its net  profit  therefrom  was  approximately
US$1,750,000.

   4. The Sellers  represent and warrant that they are  authorized to enter into
this  Agreement  and  that  they  are the  owners  of the  Victoria  Stock,  the
transference  of which pursuant to this Agreement is not violative of any law or
governmental edict.

   5. China  represents  and warrants  that it has full power to enter into this
Agreement.

   6. All representations preceding herewith shall survive the Closing.

   7. This Agreement may be signed in one or more counterparts.

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     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/James Tilton
                          ---------------------------
                          James Tilton, President


                          /s/LI LIN HU
                          ------------------------------
                          LI, LIN HU             50%




                          CALDER INVESTMENTS LIMITED - 5O%


                          By:/s/Joanna Redmayne
                          ---------------------------
                          Joanna Redmayne,  Director


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