Exhibit 12(d)

                              SETTLEMENT AGREEMENT


     THIS SETTLEMENT  AGREEMENT (the  "Agreement") is entered into this 14th day
of April,  2000,  between  Great Wall Food and Beverage  Corporation,  a Florida
corporation   ("Great  Wall")  and  Equipment   Specialists,   Inc.,  a  Florida
corporation ("Equipment").

     1.  Recitals.  This  Agreement  is made  with  reference  to the  following
matters:

         (a) Certain allegations (the "Allegations") have been advanced by Great
Wall against  Equipment in connection  with the entitlement of Equipment to have
made use of funds in the amount of One Hundred  Thousand and No/100 Dollars (the
"Funds") provided by Great Wall to Equipment in escrow.

         (b) Great Wall and Equipment have agreed to resolve the Allegations and
avoid the  institution  of litigation by executing this Agreement and performing
the terms and conditions hereof in the manner set forth herein.

         (c) Upon repayment of the Funds by Equipment to Great Wall, and subject
thereto,  Great Wall shall have released Equipment from any and all liability in
connection with the Allegations and the Funds.

     2. Repayment of the Funds.  Equipment  hereby agrees to and shall repay the
Funds to Great Wall in the following manner:

         (a) On May 1,  2000,  Equipment  shall pay a portion  of the Funds (the
"Initial  Payment")  in  the  amount  of  Twenty  Thousand  and  No/100  Dollars
($20,000.00) to Great Wall in the manner provided hereafter in paragraph 3.(a);

         (b) On June 1,  2000,  Equipment  shall pay a portion of the Funds (the
"Second   Payment")  in  the  amount  of  Twenty  Thousand  and  No/100  Dollars
($20,000.00) to Great Wall in the manner provided in paragraph 3.(a);

         (c) On July 1,  2000,  Equipment  shall pay a portion of the Funds (the
"Third   Payment")  in  the  amount  of  Twenty   Thousand  and  No/100  Dollars
($20,000.00) to Great Wall in the manner provided hereafter in paragraph 3.(a);

         (d) On August 1, 2000,  Equipment shall pay a portion of the Funds (the
"Fourth   Payment")  in  the  amount  of  Twenty  Thousand  and  No/100  Dollars
($20,000.00) to Great Wall in the manner provided hereafter in paragraph 3.(a);

         (e) On  September 1, 2000,  Equipment  shall pay a portion of the Funds
(the  "Final  Payment")  in the amount of Twenty  Thousand  and  No/100  Dollars
($20,000.00) to Great Wall in the manner provided hereafter in paragraph 3.(a).



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     3. Payment of the Funds and Default.

         (a) Payment of  Funds.Equipment  shall timely pay the Initial  Payment,
the Second Payment,  the Third Payment, the Fourth Payment and the Final Payment
(collectively  the "Payments") by wire transfer of readily  available U.S. funds
as follows:

                     Edward H. Gilbert, P.A., Trust Account
                          Account Number 2152588409942
                            First Union National Bank
                              Jacksonville, Florida
                         ABA Routing Number 063 000 021

         (b)  Default.  In the event that  Equipment  fails or refuses to timely
make any Payment as required hereby, Equipment shall be in default (a "Default")
hereunder.  Upon the occurrence of a Default,  any and all unpaid Payments shall
immediately become due and payable, and until full payment thereof,  such unpaid
Payments  shall  accrue  interest  at the rate of ten  percent  (10%) per annum.
Furthermore,  in the event of a Default,  Equipment  shall be entitled to employ
counsel to collect such unpaid Payments, and Equipment shall be obligated to pay
all costs of  collection  incurred by Great Wall,  including  but not limited to
reasonable  attorneys'  fees for  services  of  counsel  whether  or not suit be
brought.

     4. Release Provisions.

         (a) In  consideration  of the  re-payment  of the Funds by Equipment to
Great Wall and for other good and valuable  consideration,  the  sufficiency  of
which is hereby acknowledged by the parties hereto, Great Wall hereby:

               (1) releases,  remises and forever  discharges  Equipment and its
          predecessors,    successors   in   interest,   officers,    directors,
          stockholders,  partners,  employees, heirs,  administrators,  assigns,
          affiliates,  subsidiaries,  parent  companies,  affiliated  companies,
          representatives,  servants,  agents and  attorneys,  individually  and
          collectively,  (hereinafter  collectively referred to as the "Released
          Parties")  from any and all  claims,  demands  and causes of  actions,
          known and unknown,  heretofore and hereafter arising out of, connected
          with,  incidental to or otherwise in any way  associated  with any and
          all dealings  between  Great Wall and  Equipment  prior to the date of
          this Agreement,  including but not limited to any matters arising as a
          result  of the  use of  the  Funds  by  Equipment  (collectively,  the
          "Released Matters").

               (2) Specifically understands and agrees that the Released Matters
          extends  to claims  which are not known to or  suspected  by the Great
          Wall at the  time  of  executing  this  Agreement  (collectively,  the
          "Unknown Claims"),  and that if Great Wall where aware of such Unknown
          Claims,  such  knowledge  may have  materially  affected the terms and
          conditions of this Agreement.

               (3) Agrees that,  unless the provisions of this  paragraph  4.(a)
          are  deemed  null,  void  and of no force or  effect  pursuant  to the
          provisions  of paragraph  4.(b),  Great Wall will not make,  assert or
          maintain against the Released Parties any claim, demand,  action, suit
          or  proceeding  arising  out of or in  connection  with  the  Released
          Matters.


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<PAGE>



               (4) Agrees that,  unless the provisions of this  paragraph  4.(a)
          are  deemed  null,  void  and of no force or  effect  pursuant  to the
          provisions of paragraph  4.(b),  this Agreement may be plead as a full
          and  complete  defense  to any action  brought  or taken by  Equipment
          against any of the Released Entities.

         (b)  It  is  specifically   understood  and  agreed  that  the  release
provisions  provided  by the  Great  Wall in  favor  of  Equipment  pursuant  to
paragraph 4.(a) hereof are specifically  conditioned upon the full, complete and
timely  performance  by Equipment of the provisions of paragraph 2 in the manner
required by paragraph  3.(a),  and in the event of the  occurrence of a Default,
such release provisions shall be deemed null, void and of no force or effect.

     5. Limited Admission of Liability.

         (a) This Agreement affects the settlement of claims that are contested,
and nothing  contained herein shall be construed as an admission by Equipment of
any liability except that Equipment acknowledges that it is liable for repayment
of the Funds to Great Wall.

         (b) Great  Wall  agrees  that it will keep the terms of this  Agreement
confidential,  and Great Wall will not  hereafter  disclose  any of the terms of
this Agreement to anyone, provided that Great Wall may make such disclosure:

               (1) As are necessary to the attorneys  and tax  professionals  of
          the Great Wall; or

               (2) as may be otherwise required by law.

     6.  Representations and Warranties of Great Wall. Great Wall represents and
warrants to and agrees with Equipment as follows:

         (a) Great Wall has received independent legal advise from its attorneys
with respect to the availability of executing this Agreement.

         (b)  Great   Wall  (or  any   officer,   agent,   partner,   employees,
representative  or attorney of or for Great Wall) has not made any  statement or
representations  to Equipment  regarding  any fact relied upon in entering  into
this Agreement, and Great Wall is not relying upon any statement, representation
or  promise  of  Equipment  (or  of  any  officer,  agent,  partner,   employee,
representative or attorney of Equipment) in executing this Agreement,  except as
expressly stated in this Agreement.

         (c)  Great  Wall had made  such  investigation  of the  facts and other
matters which gave rise to this Agreement as Great Wall deems necessary.

         (d) Great Wall and each officer  responsible  for execution  hereof has
read this Agreement and understands the contents hereof.  The officer  executing
this  Agreement  of beheld of Great Wall is empowered to do so by Great Wall and
upon such execution this Agreement shall be legally binding upon Great Wall.

         (e) Great Wall will execute all such further and  additional  documents
as shall be  reasonable,  convenient,  necessary  or  desirable to carry out the
provisions of this Agreement.


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<PAGE>


     7.  Representations and Warranties of Equipment.  Equipment  represents and
warrants to and agrees with Great Wall as follows:

         (a)  Equipment  has  received   independent  legal  advice  from  their
attorneys with respect to the advisability of executing this Agreement.

         (b)   Equipment   (or   any   officer,   agent,   partner,   employees,
representative  or attorney of or for Great Wall) has not made any  statement or
representations  to Great Wall  regarding  any fact relied upon in entering into
this Agreement, and Great Wall is not relying upon any statement, representation
or  promise  of  Great  Wall  (or  of any  officer,  agent,  partner,  employee,
representative or attorney of Equipment) in executing this Agreement,  except as
expressly stated in this Agreement.

         (c)  Equipment  had made  such  investigation  of the  facts  and other
matters which gave rise to this Agreement as Equipment deems necessary.

         (d) Equipment  and each officer  responsible  for execution  hereof has
read this Agreement and understands the contents hereof.  The officer  executing
this  Agreement of beheld of  Equipment  is empowered to do so by Equipment  and
upon such execution this Agreement shall be legally binding upon Equipment.

         (e) Equipment will execute all such further and additional documents as
shall be  reasonable,  convenient,  necessary  or  desirable  to  carry  out the
provisions of this Agreement.

     8. Miscellaneous.

         (a)  Amendment.  This  Agreement may be amended only by an agreement in
writing signed by the parties hereto.

         (b) Binding  Agreement.  This Agreement is binding upon and shall inure
to the benefit of the parties  hereto and their  respective  agents,  employees,
representatives,   partners,  officers,  directors,   divisions,   subsidiaries,
affiliates, assigns, heirs and successors in interest.

         (c)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  and each  such  counterpart  will for all  purposes  be deemed an
original instrument,  but all such counterparts together will constitute but one
and the same agreement.

         (d) Entire  Agreement.This  Agreement  constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous oral and written agreements and discussions.

         (e) Facsimile  Execution.  Facsimile signatures on counterparts of this
Agreement are hereby  authorized and shall be  acknowledged as if such facsimile
signatures  were an original  execution,  and this agreement  shall be deemed as
executed when an executed facsimile hereof is transmitted.

         (f) Governing Law. The Agreement  shall be deemed to have been executed
and delivered within the State of Florida, and the rights and obligations of the
parties  hereto shall be construed and enforced in accordance  with and governed
by the laws of the State of Florida.


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<PAGE>


         (g)  Jurisdiction  and Venue.  Great Wall and Equipment  consent to the
jurisdiction  of any state or federal  court  located in the State of Florida in
any civil action between Great Wall and Equipment  arising out of or relating to
this Agreement.  Any civil action or other legal  proceeding  between Great Wall
and Equipment  arising out of or relating to this Agreement shall be brought and
heard only in a state in federal court  located in Palm Beach  County,  Florida,
and with respect to such  actions or  proceedings,  each party hereto  expressly
waives any rights under any law or rule to cause such  proceeding  to be brought
or heard in or transferred to any other court.

         (h)  Litigation.  In  the  event  of  any  litigation  or  other  legal
proceedings  arising  as a result  of any  action  brought  to compel a party to
perform  under this  Agreement  or to enforce the terms of this  Agreement,  the
prevailing  party shall be entitled to recover  reasonable  attorneys'  fees and
costs.

         (i) Notice. Any notice permitted or required under this Agreement shall
be deemed properly  served when  personally  delivered to the party or person to
whom it is directed or when deposited in the United States mail,  certified mail
with  proper  postage  prepaid,  and  addressed  to the  party at the  following
addresses:

         If to Great Wall:               c/o Edward H. Gilbert, P.A.
                                         5100 Town Center Circle, Suite 330
                                         Boca Raton, Florida  33486
                                         Attention:  Edward H. Gilbert, Esq.
                                         Facsimile:  (561) 351-9369

         If to Equipment:                c/o Fassett, Anthony & Taylor, P.A.
                                         14 East Washington Street, Suite 500
                                         Orlando, Florida  32801
                                         Attention:  Robert E. Anthony, Esq.
                                         Facsimile:  (407) 422-8170


         (j)  Preparation  of  Agreement.  Notwithstanding  the  fact  the  this
Agreement  may have been  drafted by counsel to one party,  each of the  parties
hereto  acknowledges  and  agrees  that such party had  sufficient  input in its
drafting  so that  this  Agreement  represents  the  fully  negotiated  and fair
agreement of the parties.  Accordingly,  any subsequent  interpretation  of this
Agreement  shall not be read to favor one party or the other solely  because the
Agreement was drafted by counsel for one of the parties.












                          (Signatures appear next page)


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     IN WITNESS  WHEREOF,  Great Wall and Equipment have executed this Agreement
as of the date set forth hereinabove.

                                    Great Wall Food and Beverage Corporation


                                    By:      /s/ Patti Cooke
                                       -----------------------------------------
                                             Patti Cooke, President



                                    Equipment Specialists, Inc.


                                    By:      /s/ Jeremy Gordon
                                       -----------------------------------------
                                             Jeremy Gordon, Vice President




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