CONDITIONAL ACQUISITION AGREEMENT


     This Agreement dated this 28th day of June, 1996 by and between Natural
Way Technologies, Inc. (hereinafter "Natural Way"), the shareholders of China
Food and Beverage Industrial Company Limited (hereinafter "Shareholders") and
China Food and Beverage Industrial Company Limited (hereinafter "Food and
Beverage").

                                  RECITALS

     WHEREAS,  Natural Way is interested in acquiring all of the issued and
outstanding shares of Food and Beverage;

     WHEREAS, the Shareholders are desirous of selling their shares to Natural
Way;

     WHEREAS, prior to any acquisition, the requisite due diligence must be
completed and the necessary terms and conditions negotiated, and;

     WHEREAS,  the parties are desirous of having such due diligence commence
so that the terms and conditions can be negotiated and the transaction
finalized;

     NOW THEREFORE, in consideration of the foregoing, the adequacy which is
hereby acknowledged, the parties hereto covenant and agrees as follows:

     1.  Natural Way agrees to deposit with Food and Beverage the sum of
         $1,400,000 (U.S.) as a refundable deposit.  This deposit is refundable
         should Natural Way, upon completion of its due diligence or the
         issuance of the Arthur Andersen & Co. report determine that it is not
         in its best interest to make this acquisition.

     2.  The Shareholders hereby grant to Natural Way the unconditional right
         to acquire not less than 50% of the shares of Food and Beverage at a

































         price/earnings ratio not to exceed eight times earnings for the fiscal
         year ended prior to the year of acquisition.  This right shall run
         from the date of deposit of the funds specified in Paragraph 1 the
         later of to a date two months from the date Natural Way completes its
         due diligence or the receipt of an audit report on Food and Beverage
         from Arthur Andersen & Co.

     3.  Food and Beverage consents and hereby appoints Arthur Andersen & Co.
         to examine its books and records for the previous three fiscal years
         and the current years and to prepare a report thereon.

     4.  In the event Natural Way exercises its option to acquire a minimum of
         50% of the issued and outstanding shares (or such similar equity
         arrangement), the deposit of $1,400,000 shall be applied toward the
         purchase price and any balance owing for such purchase shall be paid
         at closing.

     5.  The parties agree that should the option to purchase a minimum of
         fifty percent of the shares of Food and Beverage been exercised a
         formal acquisition document shall be executed containing such terms
         and conditions as are normal and customary for a share acquisition of
         a corporation.

     6.  This Agreement may not be assigned by either party without the written
         consent of both parties.

     7.  This Agreement constitutes the entire agreement between the parties
         and may not be altered, except in writing, signed by all parties
         hereto.


              NATURAL WAY TECHNOLOGIES, INC.

              By:
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              Its:
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               SHAREHOLDERS OF CHINA FOOD AND BEVERAGE CO. LTD.


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               CHINA FOOD AND BEVERAGE COMPANY LIMITED


               By:
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               Its:
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