AGREEMENT  made this 3Oth day of January,  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's  Republic of China ("Mr. Li").  Collectively
known as 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 purchases 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$15,000,000  which debenture shall be for a
term of five years bearing  interest at six and one quarter  percent (6.25%) per
annum payable semi-annually commencing 18 months from the date of this agreement
and the principal payable 5 years from such date of the Issuance by China of the
debenture (the "Debenture"). The Debenture may be converted eighteen (18) months
from the date of this  agreement  at $5.00  per share of the  Companies'  common
stock.  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 sixty
percent  (60%) of Sui Ning Beer Factory  (the  "Brewery").  The Sellers  further
represent  and  warrant  that the  Brewery  has total  assets  of  approximately
US$25,000,000  and total gross  liabilities not exceeding  US$15,000,000 and the
total  net  shareholders  equity  is  approximately  US$10,000,000  and that the
Brewery has, in the last twelve (12) months passed,  the total gross revenues of
approximately  US$12,000,000  and its net  profit  therefrom  was  approximately
US$2,500,000.

     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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