EXHIBIT D(1)

                                    ADDENDUM
                                    --------

      Addendum  made  this  30th day of  December,1998,  regarding  two  certain
agreements,  one of which was as of April 22, 1998,  by and between Anhui Liu An
Beer  Company  Ltd.,  a Peoples'  Republic of China  corporation  ("Anhui")  and
Victoria Beverage Company Limited, an Isle of Man corporation  ("Victoria") (the
"Brewery  Purchase  Contract")  and one of which was as of April 27, 1998 by and
between China Food & Beverage Company,  a Nevada corporation  ("China"),  Calder
Investments Limited, a British Virgin Islands corporation ("Calder") and Li, Lin
Hu, an individual  citizen of the People's  Republic of China ("Li Lin Hu") (the
"Victoria Stock Purchase Contract");

      WHEREAS,  Victoria  purchased 55% of Anhui Haodun Brewery Co., Ltd. in the
Brewery Purchase Contract and pursuant to such purchase issued a promissory note
in the amount of $10,500,000 to Anhui; and

      WHEREAS, China purchased from the owners of Victoria all of the issued and
outstanding  stock of Victoria for a debenture in the face amount of $21,000,000
(the "Debenture"); and

      WHEREAS,  China  intends to convert the  Debenture  into shares of China's
common stock as per paragraph 2 of the Victoria Stock Purchase Contract.; and

      WHEREAS,  China,  Calder,  Li Lin Hu and Anhui wish to  memorialize  their
understandings of the distribution of the stock issued by China on conversion to
Anhui in full settlement of the outstanding promissory note.

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

      1. Li Lin Hu and Calder  herewith  and hereby waive the  requirements  set
forth in paragraph 2 of the Victoria Stock Purchase Contract that the conversion
of the China  Debenture may occur at China's option only if China's common stock
traded for 10  consecutive  days at a high bid price of $5.00.  Pursuant to this
waiver,  Li Lin Hui and Calder  agree that China may  convert the  Debenture  if
China's  common  stock  closed  for one  consecutive  day at a high bid price of
$5.00.

      2. China herewith and hereby converts the issued and outstanding Debenture
in face amount of  $21,000,000  in favor of Li Lin Hui and Calder into 4,200,000
shares of common stock of which 2,100,000 are to be registered in the name of Li
Lin Hui and 2,100,000 are to be registered in the name of Calder.

      3. Li Lin Hui, Anhui and Calder,  specifically  acknowledging  the Brewery
Purchase Contract and,  recognizing that Anhui is owed the sum of $10,500,000 by
promissory note and desiring to satisfy the terms of such promissory note, agree
that each of Li Lin Hui and Calder shall cause 1,050,000  shares of China common
stock owned by them to be  transferred to Anhui so that Anhui will have received
2,100,000  shares of China common stock with a present value of $10,500,000  and
Anhui  agrees  to  return  to  Victoria  the  original  promissory  note  in its
possession and further agrees to waive all interest due and payable  pursuant to
the promissory  note having accepted  2,100,000  shares of China common stock in
full settlement of all  obligations of compensation  due to Anhui by the Brewery
Purchase Contract.

      4. All representations preceding herewith shall survive the Closing.

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

      6. This  Agreement  shall be construed  under the laws of the State of New
         York.


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<PAGE>

         IN WITNESS WHEREOF, the parties have set their hands and seal the first
day, month and year above written.



                        VICTORIA BEVERAGE COMPANY LIMITED


                        By:    /s/ Nicole Hewson
                        ---------------------------------
                               Nicole Hewson, Director


                        ANHUI LIU AN BEER COMPANY LTD.


                        By:    /s/ Si Yi Zhong
                        ---------------------------------
                               Si Yi Zhong, President


                        CHINA FOOD & BEVERAGE COMPANY


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


                               /s/ Li, Lin Hu
                        ---------------------------------
                               LI, LIN HU


                        CALDER INVESTMENTS LIMITED


                        By:    /s/ Joanna Redmayne
                        ---------------------------------
                               Joanna Redmayne, Director


                                       24