AGREEMENT

     THIS AGREEMENT,  made and entered into this 10th day of March, 1988, by and
between EDWIN GOLSTEIN,  residing in Miami,  Florida and DAIRENE  INTERNATIONAL,
inter, a Nevada  corporation,  in good standing and existing under and by virtue
of the laws of the state of Nevada.

     WHEREAS,  EDWIN GOLSTEIN,  is the sole owner of a set formula which he uses
to  manufacture  a  stabilizer  base for an all  vegetable  milk product that is
presently  being sold by DAIRENE  INTERNATIONAL,  and  represented as a complete
substitute for whole milk, said stabilizer base being called "PUREBLEND", and

     WHEREAS,  EDWIN GOLSTEIN has spent years of his time, energy,  efforts, and
money in developing, refining and perfecting the secret formula aforesaid, and

     WHEREAS,  EDWIN  GOLSTEIN  has spent  such  time and  money in  developing,
refining and perfecting  recipes for the use of PUREBLEND in the  manufacture of
cheeses,  sour cream dip,  chocolate drink,  buttermilk,  half and half, whipped
topping  and  various  ice cream and other  non-dairy  food  products  utilizing
PUREBLEND, and

     WHEREAS,  EDWIN  GOLSTEIN is the sole owner of said secret  formula and has
warranted  and  guaranteed  to DAIRENE  INTERNATIONAL,  that he will continue to
protect  the  contents  of said  formula  and  said  recipes  from  all  persons
whosoever, and

     NOW THEREFORE.  For and in consideration of the sum of THREE HUNDRED EIGHTY
FIVE  THOUSAND AND 00/100  ($385,000)  DOLLARS and for  4,000,000  shares of the
common stock of DAIRENE INTERNATIONAL, and other good and valuable consideration
cash in hand paid by each of the  parties  hereto to the other,  the  receipt of
which is hereby conclusively  acknowledged and for the further  consideration of
the acts and things herein respectively by them agreed to be done and performed,
each of the parties hereto does hereby, for themselves, their heirs. Successors,
or assigns, solemnly covenant and agree, each with the other, as follows:


                                    SECTION I

1.   EDWIN  GOLSTEIN  hereby  warrants and  guarantees  that  PUREBLEND  will be
     manufactured now and in the future from his secret formula is will continue
     to be an all vegetable  base suitable for the  manufacture  of a non- dairy
     mild  and  that  PUREBLEND  does  not  now,  and  will  not,   contain  any
     constituents from milk or other dairy products with the exception of sodium
     caseinate.  EDWIN GOLSTEIN  further warrants and covenants that he does and
     shall have the exclusive  right to manufacture,  sell, and  distribute,  or
     otherwise use, the following:

     (1)  Pureblend

     (2)  All other products  including,  but not limited to non-dairy  cheeses,
          non-dairy  sour  cream  dip,  non-dairy  chocolate  drink,   non-dairy
          buttermilk,  non-dairy half and half,  non-dairy whipped topping,  and
          non- dairy various ice creams, and

     (3)  All items related thereto which are now being sold, or which have been
          developed,  or will be developed in the future,  by EDWIN GOLSTEIN and
          that are  connected  or  related  to all  vegetable  milk  (non-dairy)
          products  that have been  developed by EDWIN  GOLSTEIN,  said products
          described in (1), (2) and (3), supre, being hereinafter referred to as
          "Products",  including all rights to existing Licensing Agreements for
          the sale of Pureblend or any  derivative  therefrom  and all rights to
          contracts  and contracts  for the sale or  distribution  of "Products"
          hereinabove  enumerated or referred to throughout the United States of
          American and it's possessions.

2.   PURCHASE OF BASE

     a.   MINIMUM PURCHASE
          ----------------

          In  consideration  of the rights herein granted by Licensor to DAIRENE
          INTERNATIONAL,  DAIRENE  INTERNATIONAL,  hereby agrees to purchase the
          following minimum amount of Base from Licensor.

          1.   From the date hereof until June 30, 1988,  1,000 bags - (each bag
               containing 100 lbs. Of Pureblend  stabilizer  Base);

          2.   From July 1, 1988 until February 28, 1991 2,500 bags of Pureblend
               stabilizer Base per month;

          3.   From March 1, 1991 until termination of this contract 10,000 bags
               of Pureblend stabilizer Base per month.


<PAGE>


     b.   METHOD OF PAYMENT
          -----------------

          Upon  the  placement  of any  order  for the  purchase  of  Base  from
          Licensor,  DAIRENE  INTERNATIONAL,  shall  accompany  such  order with
          payment in full amount of such order.  Payment  terms for any order so
          purchased shall be F.O.B.  Licensor's  plants,  shipping and insurance
          being the responsibility of DAIRENE INTERNATIONAL

     c.   PURCHASE PRICE
          --------------

          The initial price to be paid to Licensor by DAIRENE INTERNATIONAL, for
          any Pureblend so purchased shall be .47 per pound. This price shall be
          increased in direct proportion with any increase in the Cost of Living
          Index as published by the Department of Labor of the United States for
          all  areas,  one year  from the date  hereof  and any year  thereafter
          during the life of this Agreement.

3.   EDWIN GOLSTEIN hereby agrees to immediately furnish DAIRENE  INTERNATIONAL,
     with complete recipes for the use of Pureblend in the manufacture of an all
     vegetable  non-dairy milk food drink  presently being sold as "DAIRENE" and
     all other food related products using Pureblend as a part of said product.

4.   EDWIN GOLSTEIN solemnly covenants and agrees to take necessary steps to see
     that DAIRENE  INTERNATIONALS,  rights under this  Agreement  shall be fully
     protected,  particularly  the  right  of  EDWIN  GOLSTEIN'S  successor,  to
     manufacture  Pureblend  exclusively in the event of, and after, the date or
     disability of EDWIN GOLSTEIN.  EDWIN GOLSTEIN solemnly covenants and agrees
     to deposit the formula to Pureblend in a safe deposit box.

5.   This  Contract  Agreement  shall  remain  in  full  force  and  effect  for
     ninety-nine  (99)  years  from  date,  so long as  DAIRENE,  abides  by its
     contractual agreements herein contained.

6.   It is agreed that DAIRENE INTERNATIONAL,  shall have the sole and exclusive
     rights to set up sales organization, licenses, or distributors for products
     manufactured  by the use of,  or from,  Pureblend,  and other  products  of
     Golstein,  and manufacturing or processing plants and facilities  necessary
     for the manufacture,  sale, and distribution of Golstein's  products within
     the boundary of the United States of America and its  possessions.  DAIRENE
     INTERNATIONAL, shall be fully and solely responsible for the conduct of its
     employees or its distributors, and DAIRENE INTERNATIONAL,  shall hold EDWIN
     GOLSTEIN  harmless from all liability  resulting  from any  malfeasance  or
     nonfeasance on the part of DAIRENE INTERNATIONAL, its employees, agents, or
     sub-distributors,   shall  be  healthful  for  consumption   when  used  as
     recommended by EDWIN GOLSTEIN.

7.   EDWIN GOLSTEIN  agrees that, in the  furtherance of good relations  between
     himself  and  DAIRENE  INTERNATIONAL,   that  he  shall  offer  to  DAIRENE
     INTERNATIONAL, exclusive rights of manufacture and distributorship of newly
     developed  products  which may be  developed  by him the in future for sale
     within the boundary of the United States of America and its territories.

8.   EDWIN GOLSTEIN agrees, covenants, and warrants that he will not at any time
     in the future engage in any business interest,  directly or indirectly,  is
     competitive  with the business of DAIRENE  INTERNATIONAL,  and that he will
     not sell any  product  nor will he aid and abet in the sale of any  product
     that is  competitive  with any product now being sold,  or which any in the
     future be sold, by DAIRENE INTERNATIONAL.

9.   DAIRENE  INTERNATIONAL,  agrees that it shall be solely responsible for the
     representations made by its officers,  employees, agents, and licensees, to
     the consumers  regarding  EDWIN  GOLSTEIN'S  PRODUCTS except for GOLSTEIN'S
     warranties  in  paragraph  1 supra.  EDWIN  GOLSTEIN  agrees to protect the
     secrecy of the formula for Pureblend and to take sufficient steps to insure
     DAIRENE INTERNATIONAL, that said formula will remain a secret.


<PAGE>




10.  This agreement is made in, and shall be construed any interpreted under the
     laws of the State of Florida, the State of Domicile of EDWIN GOLSTEIN.

11.  It is agreed the DAIRENE INTERNATIONAL,  shall purchase from Edwin Golstein
     the  exclusive  licensing  rights  to the  sale  of  DAIRENE  INTERNATIONAL
     products and  "Pureblend"  which are at the time of entering the agreement,
     the exclusive property rights of Edwin Golstein in the following area:

     a.       Canada, Mexico
     b.       South America

     DAIRENE  INTERNATIONAL,  hereby warrants,  covenants and agrees to purchase
     and Edwin Golstein agrees to sell these rights to DAIRENE  INTERNATIONAL in
     exchange for 1,000,000 shares of the company's common stock (accounting for
     any adjustment  plus or minus relating to a stock split).  The company many
     exercise this  contractual  right at anytime  during the 36 months from the
     date of this  contract.  If this right of election is not  exercised by the
     Company  during this  contract  period,  then Edwin  Golstein,  at his sole
     election demand receipt of 1,000,000  shares of common stock and deliver an
     exclusive license to DAIRENE INTERNATIONAL, or deem this agreement null and
     void and receive 300,000 share of DAIRENE INTERNATIONAL common stock in and
     for the  consideration  of not licensing any other entity withing the afore
     said territories for the three year period.

12.  This  agreement  shall be  binding  upon and  enure to the  benefit  of the
     parties hereto, their heirs,  representatives,  administrators,  executors,
     successors, and assigns.

13.  This and all  agreements  between the parties  shall become  effective  and
     enforceable  upon  delivery  and  execution  of  all  documents,   payments
     contemplated to be in effect upon completion of this transaction

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


                                                      /s/ Edwin Golstein
                                                          EDWIN GOLSTEIN

                                                          DAIRENE INTERNATIONAL


                                                          (SIGNATURE UNREADABLE)
                                                         ----------------------


ATTEST:

(SIGNATURE UNREADABLE)
Secretary

Corporate Seal



<PAGE>



                              ADDENDUM TO AGREEMENT



     This is an Addendum to the  Agreement,  Dated March 10, 1988 by and Between
EDWIN GOLSTEIN and DAIRENE INTERNATIONAL,

     WHEREAS,  Reference  is made to paragraph  #2 of said  AGREEMENT  regarding
minimum purchases of Pureblend "Base" - for manufacture, and

     WHEREAS,  said AGREEMENT provides for minimum purchases of Pureblend "Base:
by DAIRENE INTERNATIONAL from EDWIN GOLSTEIN, and

     WHEREAS,  said AGREEMENT  contemplated  the commencement of operations at a
date which would have accommodated said minimum purchases, and

     WHEREAS,  in recognition of the delay in  commencement of operations and to
adjust the AGREEMENT to conform to the delay,

     NOW THEREFORE,  for good and valuable consideration the receipt of which is
acknowledged, the parties agree to amend the AGREEMENT as follows:

     1.   MODIFICATION

          Except as herein  specifically  changed or  modified  the terms of the
          AGREEMENT dated March 10, 1988 shall be and shall remain in full force
          and effect.

     2.   PURCHASE OF BASE

          MINIMUM  PURCHASE:  In  consideration  of the rights herein granted by
          Licensor  to DAIRENE  INTERNATIONAL,  hereby  agrees to  purchase  the
          following minimum amount of "Base" from Licensor.

          (i)       From the date hereof until June 30,  1988,  750 bags - (each
                    bag containing 100 lbs. Of Pureblend stabilizer "Base";

          (ii)      From July 1, 1988 until  February  28,  1991,  2,500 bags of
                    Pureblend "Base" per month;

          (iii)     From  March 1,  1991  until  termination  of this  contract,
                    10,000 bags of Pureblend stabilizer "Base" per month;

          (iv)      Any monthly  purchase that is in excess of the minimum shall
                    be credited to the following  month's quota - and conversely
                    any deficiency in monthly  purchases shall be charged to the
                    following periods requirements.

     3.   CONTINUING EFFECT

          Anything  contained  herein to the contrary not withstanding all terms
          of the AGREEMENT  except as modified  herein,  continues to be in full
          force and effect.




     IN WITNESS  WHEREOF the parties have here unto placed their hand & seal and
fully executed this Addendum thereby  affirming the AGREEMENT as herein modified
this 20th day of May 1988.


                                                      DAIRENE INTERNATIONAL
                                                      (SIGNATURE UNREADABLE)


 (SIGNATURE UNREADABLE)


<PAGE>