EXHIBIT E(1)

                                 TRUST AGREEMENT

         China Food & Beverage  Company,  hereafter  referred to as Party A, and
Tinacheng  (China) Co., Ltd.,  hereafter  referred to as Party B, as a result of
friendly  discussions  on the planned  purchase of beer  breweries  and beverage
manufacturers on the Chinese mainland, have reached agreements as follows:

         1.  Party  B  accepted   Party  A's  trust  to  provide   services  for
compensation to purchase beer breweries and beverage  manufacturers on behalf on
Party A.

The scope of the trust is as follows;

             (1) To search for those beer  breweries and beverage  manufacturers
who agree to raise  capital by  increase  of shares  and/or  transfer  of shares
(Hereafter  referred  to as "the above  mentioned  enterprises").  The shares so
acquired shall be more that 50% of its total shares.  A written  agreement along
with its current Balance Sheet and its background  information shall be provided
to Party A. The number of "the above mentioned  enterprises" ranges from 2 to 8,
which shall be finalized based on their sizes;
             
             (2) To investigate  the  production  and sales  operations of " the
above  mentioned  enterprises"  and prepare  written  reports to be submitted to
Party A for reviewing and screening purposes;

             (3) The minimum  criteria  for assets  profit  ratio is 20%.  Those
eligible  enterprises  finalized  by  Party A  shall  be  reorganized  to form a
foreign/domestic joint venture and foreign capital controlled structure. Party B
shall,  based on this perspective,  help to reorganize and spin-off their assets
structure;
             (4) To obtain the qualified  accounting  firms in China to evaluate
the assets  structure of the enterprises to reorganized of spin-off as mentioned
in the preceding  paragraph and obtain permits,  as required,  from governmental
agencies;
             (5) To assist "the above mentioned  enterprises" to re-adjust their
accounting records and have them audited by the accountant in China and have the
audit report to be submitted to Party A;

             (6) To negotiate with "the above  mentioned  enterprises"  based on
Party  A's   capital   raising   requirements   so  as  to  execute   the  legal
foreign/domestic  joint  venture  agreement or purchase  agreement  and required
relevant documents;

             (7) To  consistently  assist  to  complete  all the  procedures  in
connection  with  verifying  the  capital  commitment  and filing  the  relevant
applications  so as to ensure the  approval  and  issuance  of all the  required
business permits and licenses of the joint venture in question.

         2.  Party A agreed  that the total  capital  invested  by both  parties
(including the assets of "the above mentioned  enterprises") shall be 6 folds of
it's 1997 annual  earnings.  Party A's  investment  capital  shall be calculated
proportionately  based on its shares  owned (above  50%).  The balance,  if any,
shall be the sole responsibility of Party B (that is to say that if there is any
shortage,  is shall be made up by Party B, or, if there is any surplus, it shall
be kept by Party B).

         3.  Party A guarantees that when Party B has  satisfactorily  completed
all the jobs as listed up to  article 7  paragraph  1 above,  Party A shall,  in
compliance   with   provisions   as   stipulated   by  "The  Law  Governing  the
Foreign/Domestic  Joint Venture  Operations of the People's  Republic of China",
remit at least  US$2,000,000.00  to the Capital  Investment of Account opened by
"the above mentioned enterprises" in a bank in China. The balance and procedures
shall be completed by Party B until the  issuance of business  permits.  In case
that Party A fails to remit the foresaid  US$1,000,000.00  and, as a result, the
business permit is jeopardized, Party A shall be responsible.

         4. Party A agreed to pay Party B  US$150,000.00  as partial payment for
Party B's services.  Party A shall also pay 500,000 of its marketable  shares as
additional compensation and commission payment. After completion of all the jobs
of this  agreement,  if the market price of its share is below US$5.00,  Party A
shall pay Party B the  difference,  Party A also guarantees that the total value
of the 500,000 shares paid to Party B shall be no less that US$2,500,000.00.

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         5. Party A's installment payment plan is as follows:

                  (1) During the execution period of article 1 of paragraph 1 as
mentioned above, to be more specifically, within two business days after Party B
provided the Balance  Sheet,  background  information  and written  agreement to
increase or transfer shares with the prospect  enterprises,  Party A shall remit
US$20,000.00 to Party B's bank account.

                  (2) Within two business  days after the execution of article 1
of paragraph 1 for the third  enterprises  of after Party B's written  notice to
Party A of its start of the assets reorganization or spinning-off procedures for
the  first  enterprise,  Party A shall  remit  US$30,000.00  to  Party  B's bank
account.
                  (3) Within two business days after the completion of article 1
of  paragraph  1 or after  written  notice by Party B to Party A of the start of
adjustment of accounts and assets evaluation for the first  enterprise,  Party A
shall remit US$50,000.00 to Party B's bank account.

                  (4) Within two business days after written  notice by Party B.
To Party A of the application for business permit and government approval or the
start of assets reorganization of spinning-off for the second enterprise,  Party
A shall remit the remaining US$50,000.00 to Party B's bank account.

        Party B's bank account is as the following:
              TIANCHENG (CHINA) CORP., LTD.
              Standard Chartered Bank 570-2-158595-1
              Mongkok bank Centre Branch
              630-636 Nahan road Mongkok
              Kowloon Hongkong

                  (5) Upon the  delivery  by Party B to Party A of the  business
permit for the first foreign/domestic joint venture enterprise, Party A shall at
the same time deliver it 50,000 marketable shares to Party B.
        
                  (6.) Party B agreed,  as requested by Party A, to use the name
of Victoria  Beverage Company Limited (VBCL) in the Chinese mainland to sign the
investment or share purchase agreements with the above mentioned enterprises and
the foreign/domestic joint venture agreements including their related documents.
And, in order to coordinate  with the fund raising  efforts on the part or Party
A, Party B agreed to separately  sign agreement in the name of VBCL with Party A
in advance to transfer all the shares of the above mentioned enterprises.

         7. This agreement  shall be under the  jurisdiction  of the laws of the
People's Republic of China.

         8. This  agreement  shall  be  executed  on both  English  and  Chinese
languages. In case of variations, Chinese copy shall prevail.

         9. This  agreement  shall be made  duplicate and become  effective upon
execution by both parties.

PARTY A:   CHINA FOOD AND BEVERAGE             PARTY B: TIANCHENG (CHINA)
           COMPANY                             CO., LTD.
           REPRESENTATIVE /s/ James Tilton     REPRESENTATIVE /s/ Wang Qingzhang
           -------------------------------     ---------------------------------
           James Tilton                        Wang Qingzhang


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