EXHIBIT A(1)

                                    AGREEMENT
                                    ---------


      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 herein below; and

      WHEREAS,  OMAP wishes to  purchase  the ACDC Stock from Dizon 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.   Dizon  represents  and  warrants  that it 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 the 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.

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


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      7.   This Agreement may be signed in one or more counterparts.

      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                             OMAP HOLDINGS INCORPORATED

By:/s/ Joyce Fayle                                    By: /s/ James Tilton


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