AGREEMENT  made  this  15th  day of  March  1997 by and  between  Dizon
INVESTMENTS  LIMITED,  a British Virgin Islands  Corporation  ("Dizon") and OMAP
HOLDINGS INCORPORATED, a Delaware corporation.

         WHEREAS,  Dizon owns all of the issued and outstanding  common stock of
American China Development Corporation (the "ACDC Stock"); and

         WHEREAS,  Dizon  wishes to sell the ACDC Stock to Omap on the terms and
conditions set forth hereinbelow; and

         WHEREAS, Omap wishes to purchase the ACDC Stock from Dizon on the terms
and conditions set forth hereinbelow;

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

         1. Dizon  represents  and  warrants  that  is the  owner  of all of the
outstanding stock of any kind issued by American China  Development  Corporation
("American China");

         2. Dizon  represents  and warrants  that it is aware of no claim of any
type or kind made as of the date hereof or reasonably to be made  hereinafter by
any person or entity against American China or against Dizon's  ownership of the
ACDC Stock.

         3. Dizon has all rights,  corporate and  otherwise,  to enter into this
Agreement pursuant to which the ACDC Stock is sold to Omap.

         4. Dizon  agrees to sell all of its interest in the ACDC Stock to Omap.
Dizon  agrees  that in  addition  to this  Agreement,  it will  execute all such
documents as may be  necessary to transfer  ownership of the ACDC Stock to Omap.


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         5. Omap  agrees to pay Dizon as the full and total  purchase  price for
the ACDC Stock and Dizon agrees to accept from Omap as full payment for the ACDC
Stock 20,000,000  shares of the common stock of Omap (the "Omap Shares").  It is
agreed,  understood  and  accepted  by Dizon and Omap that the Omap  Shares when
issued  to Dizon  will (a) not have  been  registered  with the  Securities  and
Exchange  Commission;  and (b) bear a  restrictive  legend in form and substance
advising that the Omap Shares cannot be sold or otherwise  hypothecated  without
either a  registration  statement  then being in effect or an opinion  letter of
counsel that such registration need not be had.

         6. All representatives and warranties set forth in this Agreement shall
surmise the closing of the transaction contemplated hereby.

         7. This agreement shall be construed under the laws of the State of New
York.

         8. 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.

                                                     DIZON INVESTMENTS LIMITED

                                                     By: /s/Joyce  Fayle
                                                     -------------------
                                                     Joyce Fayle, Director


                                                     OMAP HOLDINGS INCORPORATED


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


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