THIS SETTLEMENT DEED is made on the 27th day of October 2000.

BETWEEN


(1)  OPAL TECHNOLOGIES,  INC. (formerly know as Med-tex Corporation),  a company
     incorporated  in the State of Nevada in the United States of America,  with
     address of Hong Kong office at Suite 2810, Shun Tak Centre,  West Tower No.
     200 Connaught Road Central, Hong Kong ("Company"); and

(2)  BESTALONG  GROUP INC, a company  incorporated in the British Virgin Islands
     with correspondence  address in Hong Kong at c/o Messrs. Simon Cheung & Co.
     of Suite B, 5/F., Two Chinachem Plaza, 68 Connaught Road Central, Hong Kong
     ("BGI"); and

(3)  BESTALONG  INC,  a  company   incorporated  in  Republic  of  Liberia  with
     correspondence  address in Hong Kong at c/o Messrs.  Simon  Cheung & Co. of
     Suite B, 5/F, Two Chinachem  Plaza,  68 Connaught  Road Central,  Hong Kong
     ("BI"); and

(4)  KOON KING  CHUNG,  JOHN c/o Messrs.  Simon  Simon  Cheung & Co. of Suite B,
     5/F., Two Chinachem  Plaza,  68 Connaught Road Central,  Hong Kong Identity
     Card No. B924629(6) ("Mr. Koon").

WHEREAS


(A)  BGI used to be the controlling shareholder of the Company after the Company
     was renamed Opal Technologies Inc. on 14th May 1997.

(B)  Mr.  Koon was a director  and the Chief  Executive  Officer of the  Company
     prior to 17 June 2000.

(C)  Mr. Koon was and still is a director of BGI.

(D)  There are  disputes on the  Company's  dealings  between the Company or its
     subsidiaries and each of BGI, BI and Mr. Koon  ("Disputes") and in order to
     settle  the  Disputes,  the  parties  hereof  have each  agreed to take out
     certain  actions as set in a  Memorandum  of  Understanding  signed on 29th
     September 2000.

(E)  Along with the actions taken out  respectively  by the parties hereof under
     the said Memorandum of  Understanding,  the parties hereof further agree to
     full and final settle the Disputes on the terms and conditions  hereinafter
     appearing.

NOW THIS DEED WITNESSETH AS FOLLOWS


                                       1
<PAGE>


     SPIRIT
     ------
1.   In consideration  of the Company or its subsidiaries  agreeing to treat the
     contracts  set out in the  Schedule  hereof as void to the effect  that the
     Company or its subsidiaries  should be put into their  respective  original
     positions as if the  contracts  were never  performed,  the parties  hereof
     agree  that BGI  shall  refund  to the  Company  the  consideration  of the
     contracts   in  the   total   sum  of   RMB48,172,700.00   (equivalent   to
     USD5,874,719.51)  ("Contract Sum")  particulars of which are set out in the
     Schedule hereof by means of set off in the manner hereinafter appearing.

     SET OFF ARRANGEMENTS
     --------------------
2.   The parties hereof confirm that the book debt in the sum of USD1,663,768.43
     collectively  owing by the Company  and/or its associate to BGI appeared in
     their respective  account records since 1 January 2000 is accurate and that
     such sum of book debt shall be set off  against  the  Contract  Sum and BGI
     shall have no claim  whatsoever  against the Company  and/or its  associate
     hereafter.

3.   The Company shall purchase from Oriental  Alliance  Limited its 100% equity
     in  Anshun  Opal  Agricultural   Biochemistry   Company  Limited  ("Guizhou
     Equity"),  a wholly  foreign  owned  enterprise  in  Guizhou,  China  for a
     consideration    initially   fixed   at   RMB14,700,000    (equivalent   to
     USD1,792,682.93)  subject to adjustment  and on condition  that BGI and Mr.
     Koon  shall  undertake  to the  Company  that each of them will  perform or
     procure  to  perform  such act and  execute  or  procure  to  execute  such
     documents as may be necessary to give a good and effective  transfer of the
     legal and  beneficial  title in the  Guizhou  Equity to the  Company and to
     enable the Company or its nominee to become the registered owner of Guizhou
     Equity within 2 months from the date hereof  subject to the approval of the
     relevant Government authorities.

4.   The  Company  and BGI  shall  complete  the  transfer  to the  Company  for
     cancellation  4,836,536 shares ("Cancel Shares") of the Company legally and
     beneficially  owned by the BGI.  For the  purpose  of set off,  the  Cancel
     Shares are valued at a sum of  USD2,418,268.15  which sum plus the  amounts
     set out in Clauses 2 and 3 hereof  completely set off the Contract Sum. The
     completion of the transfer  shall take place upon execution of this Deed at
     office of Messrs. Deca Lin & Partners, Solicitors at Room 1504, 15th Floor,
     Vicwood Plaza,  No. 199 Des Voeux Road Central,  Hong Kong or at such other
     place as the  parties  hereof may agree when all the  following  businesses
     shall be transacted forthwith:-

4.1  BGI shall deliver up to the Company:-

     (a)  a duly signed letter  containing  an  irrevocable  instruction  to the
          Company's  U.S.  lawyer Mr.  Hank  Vanderkam  of Messrs.  Vanderkam  &
          Sanders to  release  to the  Company  the share  certificates  for the
          Cancel Shares;

     (b)  instruments  of transfer of the Cancel  Shares duly  executed by or on
          behalf of BGI as transferor in favour of the Company;

                                       2
<PAGE>

     (c)  if the  instruments  of transfer of the Cancel  Shares are executed by
          attorney,  duly certified  valid power of attorney or other  authority
          under which such execution is authorised; and

     (d)  such other  documents as may be necessary to give a good and effective
          transfer of the legal and beneficial title in the Cancel Shares to the
          Company for cancellation.

4.2  The Company and BGI shall each procure a board meeting be held at which:-

     (a)  subject  to the  relative  instruments  being  registered,  the Cancel
          Shares shall be approved for cancellation; and

     (b)  such  other  matters  shall be dealt  with  and  resolved  upon as the
          Company shall reasonably  require for the purposes of giving effect to
          the cancellation of the Cancel Shares.

     GUARANTEE
     ---------
5.   BGI and Mr. Koon hereby jointly and severally guarantee to the Company that
     the books and account  records of the Guizhou Equity is complete,  true and
     correct and as a security for the guarantee, BGI will retain 500,000 shares
     ("Adjust  Shares") of the Company for  cancellation  for the purpose of the
     adjustment (if any) against the final consideration of Guizhou Equity to be
     agree between the parties hereof within 2 months from the date hereof.  For
     the  purpose of  adjustment,  BGI will sign in escrow on the date  hereof a
     letter  containing an irrevocable  instruction to the Company's U.S. lawyer
     Mr. Hank Vanderkam of Messrs. Vanderkam & Sanders to release to the Company
     the Adjust Shares and follow the requirements under Clause 4 hereof.

     CHINA CAN TRANSACTION
     ---------------------
6.   The  Company  and  BGI  shall  reverse  the  transaction  relating  to  the
     investment into China Can Holding Inc. ("CCH") by the Company to the effect
     that the Company and BI upon completion of the reversion, would be put into
     their  respective  original  positions  as if the  transaction  were  never
     performed.  The completion of the reversion shall take place upon execution
     of hthe Deed at office of Messrs.  Deca Lin & Partners,  Solicitors at Room
     1504, 15th Floor, Vicwood Plaza, No. 199 Des Voeux Road Central,  Hong Kong
     or at such  other  place  as the  parties  hereof  may  agree  when all the
     following business shall be transacted forthwith:-


6.1  The Company shall deliver up to BI:-

     (a)  share  certificates  for  5,000,000  shares of China Can Holding  Inc.
          ("CCH Shares");

     (b)  instruments  of  transfer  of the CCH Shares  duly  executed  by or on
          behalf of Company as transferor in favour of BI;

     (c)  if the  instruments  of  transfer  of the CCH Shares are  executed  by
          attorney,  duly certified  valid power of attorney or other  authority
          under which such execution is authorised; and

                                       3
<PAGE>

     (d)  such other  documents as may be necessary to give a good and effective
          transfer of the legal and beneficial title in the CCH Shares to BI.

6.2  BI shall:-

     (a)  execute  or  procure  due  execution  by it or on  its  behalf  of the
          instrument of transfer of the CCH Shares; and

     (b)  procure the stamping, if necessary,  of the instruments of transfer of
          the CCH Shares within 14 days after completion.

6.3  BI shall deliver p to the Company:-

     (a)  share   certificates  for  25,000,000  shares  of  the  Company  ("OTI
          Shares");

     (b)  instruments  of  transfer  of the OTI Shares  duly  executed  by or on
          behalf of BI as transferor in favour of the Company;

     (c)  if the  instruments  of  transfer  of the OTI  Shares  are  execute by
          attorne3y,  duly certified  valid power of attorney or other authority
          under which such execution is authorised; and

     (d)  such other  documents  as may be necessary to give a good an effective
          transfer  of the legal and  beneficial  title in the OTI Shares of the
          Company.

6.4  The Company shall:-

     (a)  execute  or  procure  due  execution  by it or on  its  behalf  of the
          instrument of transfer of the OTI Shares; and

     (b)  procure the stamping, if necessary,  of the instruments of transfer of
          the OTI Shares within 14 days after completion.

6.5  BI and the Company shall each procure a board meeting be held at which:-

     (a)  subject to the relative instruments being registered and duly stamped,
          if  necessary,  the Company  and/or its nominee  shall be approved for
          registration as the holder of the OTI Shares;

     (b)  such  other  matters  shall be dealt  with  and  resolved  upon as the
          Company shall reasonably  require for the purposes of giving effect to
          reverse the OTI Shares;

     (c)  subject to the relative instruments being registered and duly stamped,
          if necessary, BI and/or its nominee shall be approved for registration
          as the holder of the CCH Shares; and

     (d)  such other  matters  shall be dealt with and resolved upon as BI shall
          reasonably require for the purposes of giving effect to revers the CCH
          Shares.

                                       4
<PAGE>

     INDEMNITY


7.   BGI and Mr. Koon shall jointly and severally indemnify and keep the Company
     and/or its associates fully indemnified against all actions, claims, suits,
     fees and  expenses  arising  out of or  incidental  to the  performance  or
     non-performance  of  undertakings  or  obligations  of BGI, BI and Mr. Koon
     under this Deed.

     NOTICES

8.   8.1 Any notices or other  communications to be given bya party to the other
     party  shall be in  writing  and  shall be  deemed to have been so given if
     addressed to its address mentioned herein or such other address as may from
     time to time be  notified  by a party to the  other  party by notice of not
     less than two (2) days.

     8.2  Any notice or other  communications  shall be deemed to have been duly
          given if addressed to the party to whom the notice is given:-

          (a)  upon  personal  delivery  if left  at the  address  shown  on the
               envelope containing such notice;

          (b)  two (2) days after the day of posting if sent by local registered
               post  or  seven  (7)  days  after  the day of  posting  if sent y
               registered airmail; or

          (c)  at the  time  of  transmission  if sent by  e-mail  or  facsimile
               transmission.

     8.3  In proving the giving of notice,  it shall be sufficient to prove that
          personal  delivery has been made, or that the notice was dispatched by
          registered  post  and  properly  addressed  or that  the  transmitting
          machine  confirmed the e-mail or facsimile  transmission,  as the case
          may be.

FURTHER ASSURANCE

9.   The parties  shall use their  respective  reasonable  endeavours to procure
     that any necessary  third  parties  shall do,  execute and perform all such
     further deeds, documents, assurances, acts and things as any of the parties
     may  reasonably  require by notice in writing to the other to carry out the
     provisions of this Deed into full force and effect.

ENTIRE AGREEMENT

10.  This Deed  (together  with any  documents  described  in or expressed to be
     entered into in connection with this Deed) constitutes the entire agreement
     between the parties with respect to the matters of this Deed and supersedes
     all  previous  agreement  between the parties in relation to such  matters.
     Each of the parties hereby acknowledges that in entering into this Deed, it
     has not relied on any  representation or warranty save as expressly set out
     herein or in any document referred to herein.

                                       5
<PAGE>


AMENDMENTS

11.  No variation of this Deed shall be valid or effective unless made by one or
     more  instruments  in writing  signed by such of the parties  that would be
     affected by such variation.

SEVERABILITY

12.  If at any time any one or more  provisions  hereof is or  becomes  invalid,
     illegal,  unenforceable  or incapable of  performance  in any respect,  the
     validity,   legality,   enforceability  or  performance  of  the  remaining
     provisions  of this Deed shall not in any way be affected  or impaired  and
     shall continue in full force and effect.

WAIVER

13.  No failure to exercise and no delay in exercising on the part of any of the
     parties any right,  power or privilege  hereunder shall operate as a waiver
     thereof  nor shall any single or partial  exercise  of any right,  power of
     privilege preclude any other or further exercise thereof or the exercise of
     any other right,  power or privilege.  The rights and remedies  provided in
     this Deed are  cumulative  and not  exclusive  of any  rights  or  remedies
     otherwise provided by law.

TIME OF THE ESSENCE

14.  Any date or period  mentioned  in this Deed may be  extended  by  agreement
     between the parties failing which, as regards any such date or period, time
     shall be of the essence of this Deed.

MISCELLANEOUS

15.  (a) References to Clauses are references to the clauses of this Deed.

     (b)  References  to masculine  gender  include  references  to the feminine
          gender and the neuter gender and vice versa.

     (c)  References  to personal  include  references  to  individuals,  firms,
          companies,  corporations and unincorporated bodies of persons and vice
          versa.

     (d)  References to the singular number include references to the plural and
          vice versa.

     (e)  The headings in this Deed are for  convenience  only and do not affect
          the interpretation hereof.

                                       6
<PAGE>

LAW AND JURISDICTION

16.  This Deed shall be governed by and construed in accordance with the laws of
     the Hong Kong Special Administrative Region and the parties hereof agree to
     submit to the  non-exclusive  jurisdiction  of the  courts of the Hong Kong
     Special Administrative Region.

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


                                      SEALED with the Common Seal and  )
                                      SIGNED by CHENG KAI SUM on       )
                                      behalf of Opal Technologies, Inc )
                                      in the presence of:-             )






                                      SEALED with the Common Seal and    )
                                      SIGNED by Koon King Chung, John on )
                                      behalf of Bestalong Group Inc      )
                                      in the presence of:-               )





                                      SEALED with the Common Seal and    )
                                      SIGNED by Koon King Chung, John on )
                                      behalf of Bestalong Inc            )
                                      in the presence of:-               )





                                      SEALED SEALED and DELIVERED       )
                                      by Mr. Koon King Chung, John      )
                                      in the presence of:-              )


                                       7
<PAGE>
<TABLE>

                                    Schedule

---------- ---------------------------------------- ---------------------- -----------------------

   A                     B                                      C                       D
---------- ---------------------------------------- ---------------------- -----------------------

Item No.                 Description                           Date               Consideration
---------- ---------------------------------------- ---------------------- -----------------------
<S>        <C>                                         <C>                      <C>

1.         Agreement for the Appointment of               3 January 1996         RMB7,982,700.00
           Market Development Consultant of
           Opal Fertilizer Products
---------- ---------------------------------------- ---------------------- -----------------------

2.         Agreement for the Technological                 8 April 1996          RMB9,500,000.00
           Development of Mass  Production of Opal
           Fertilizer Products
---------- ---------------------------------------- ---------------------- -----------------------

3.         Contract  for the Purchase of Machinery      30 September 1996       RMB16,500,000.00
           (Contract no.:960930)
---------- ---------------------------------------- ---------------------- -----------------------

4.         Contract  for the Purchase of Machinery       26 October 1996        RMB14,190,000.00
           (Contract no.:961026)
---------- ---------------------------------------- ---------------------- -----------------------

</TABLE>

                                                         Total: RMB48,172,700.00