EXHIBIT E(2)
MODIFICATION AGREEMENT
This Modification Agreement by and between China Food & Beverage
Company ("China") and Tiancheng (China) Co., Ltd. ("Tiancheng") made as of
December 31, 1998.
WHEREAS, China and Tiancheng entered into a certain Trust Agreement on
December 17, 1997; and
WHEREAS, Tiancheng and China wish to modify the terms thereof.
NOW, THEREFORE, in consideration of the premises and promises contained
herein the signatory parties agree hereto as follows:
1. Paragraph 4 of the Trust Agreement is modified to read as follows:
"Party A (China) has agreed to Party B (Tiancheng) the sum of
$150,000 as partial payment for Tiancheng's services as set forth in
the Trust Agreement. Of such $150,000, $92,000 has been paid as of
the date hereof and Tiancheng acknowledges receipt of such amount.
China shall also deliver to Tiancheng 500,000 shares of its common
stock which number of shares has been delivered to Tiancheng and
Tiancheng specifically acknowledges receipt thereof. Such 500,000
shares shall not be, when delivered, be free of restrictive legend
and Tiancheng waives its rights to have "marketable shares"
delivered to it. Additionally, Tiancheng waives its rights to have
such 500,000 shares have a value of not less than $2,500,000 and
accepts the shares previously delivered in the form as delivered
plus the $92,000 as full compensation from its services; provided,
however, that China still owes to Tiancheng the sum of $58,000 to
fulfill its obligations under the Trust Agreement."
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/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President
TIANCHENG (CHINA) CO., LTD.
By: /s/ Wang Qingzhang
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Wang Qingzhang, President
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