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Service Agreement - China Resources Development inc. and Ching Lung Po

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            Service Agreement between the Company and Ching Lung Po,
                             dated February 1, 1999.

                       Dated the 1st day of February, 1999

                        CHINA RESOURCES DEVELOPMENT, INC


                                  CHING LUNG PO


                                SERVICE AGREEMENT




THIS AGREEMENT is made the 1st day of February, 1999.


(1) CHINA RESOURCES DEVELOPMENT, INC. a company incorporated in the State of
    Nevada; and

(2) CHING LUNG PO (the "Director").

BY WHICH IT IS AGREED as follows:-

1.       Purpose and interpretation

         (A)   This Agreement sets out the terms and conditions upon and subject
               to which the Company agrees to employ the Director and the
               Director agrees to serve the Company as a Chief Executive Officer
               by providing the Company with the services hereinafter described.

         (B)   (1) In this Agreement, unless the context otherwise requires, the
                   following words and expressions bear the following meanings:-

                   "Appointment"   the appointment of the Director as an
                                   executive director of the Company as effected
                                   by Clause 2;
                   "Board"         the board of directors for the time being of
                                   the Company or the directors present at any
                                   meeting of the Board duly convened and held;

                   "Business"      the business carried on by the Group from
                                   time to time; "Group" the Company and its
                                   subsidiaries and associated companies from
                                   time to time;
                   "$"             Hong Kong dollars.

(2)      References to Clauses and Schedule are references to the clauses and
         schedule of or to this Agreement.

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

(4)      References to persons include references to individuals, firms,
         companies, corporations and unincorporated bodies of persons and vice

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

(6)      The headings in this Agreement are for convenience only and do not
         affect he interpretation hereof.

2.       Appointment and duties

         The Company shall employ the Director and the Director shall serve the
         Company as a Chief Executive Officer subject to and upon the terms
         hereinafter set out.



3.       Director's basic obligation

         The Director hereby undertakes with the Company during the term of this
         Agreement to use his best endeavours to carry out his duties hereunder
         and to protect and promote the interests of the Group.

4.       Duration of the appointment

         Subject to Clause 7, this Agreement shall be for a term of two years
         commencing on 1st February, 1999 and shall continue thereafter unless
         and until terminated by either the Company or the Director giving to
         the other 3 months' notice in writing to determine the same, such
         notice to expire at any time on or after 1st February, 2001.

5.       Director's services

         The Director shall:-

         (1)      devote substantially the whole of his time, attention and
                  skill to the discharge of duties of his office as an executive
                  director of the Company;

         (2)      faithfully and diligently perform such duties and exercise
                  such powers as are consistent with his office in relation to
                  the Company and/or the Group;

         (3)      in the discharge of such duties and in the exercise of such
                  powers observe and comply with all reasonable and lawful
                  resolutions regulations and directions from time to time made
                  or given by the Board;

         (4)      in pursuance of his duties hereunder perform such services for
                  the Group and (without further remuneration unless otherwise
                  agreed) accept such offices in the Group as the Board may from
                  time to time reasonably require provided the same are
                  consistent with his office;

         (5)      at all times keep the Board promptly and fully informed in
                  connection with the performance of such powers and duties;

         (6)      as part of, and in the normal course of, his duties under this
                  Agreement the Director will be concerned to carry on research
                  into and development of the processes, products, designs,
                  equipment, techniques and projects from time to time used,
                  made or undertaken by the Group or which can be used, made or
                  undertaken by the Group, and to invent, discover, design,
                  develop or improve processes, products, designs, equipment and
                  techniques for the benefit of and for use by the Group; and

         (7)      carry out his duties and exercise his powers jointly with
                  another director or executive as may from time to time be
                  appointed by the Board to act jointly with the Director and
                  the Board may at any time require the Director to cease
                  performing or exercising any of his duties or powers under
                  this Agreement or pursuant to the bye-laws of the Company; and

         (8)      perform and exercise his duties and powers under this
                  Agreement in any place in Hong Kong or any other part of the
                  world as the Board may request or as the interests, needs,
                  business and opportunities of the Company or other company in
                  the Group will require or make advisable.

6.       Remuneration and reimbursement

         (A)      From and after the execution of this Agreement, the Director
                  shall receive during the term of this Agreement as stipulated



                  (1)   a base salary in the amount of HK$2,160,000 per annum,
                        such salary to accrue on a day to day basis and payable
                        on a monthly basis.

                  (2)   bonuses as determined by the Board at its sole
                        discretion and in accordance with the Company policy.

         (B)      The Director shall be reimbursed all reasonable out-of-pocket
                  expenses (including expenses of entertainment subsistence and
                  travelling) properly and reasonably incurred by him on the
                  Group's business which expenses shall be evidenced in such
                  manner as the Board may require.

         (C)      The Director shall be entitled to participate in any and all
                  stock option, stock bonus, pension, profit sharing, retirement
                  or other similar plans adopted by the Company.

7.       Termination of the appointment

         (A)      Without prejudice to the accrued rights (if any) or remedies
                  of either party under or pursuant to this Agreement:-

                  (1)   the Director shall be entitled to terminate the
                        Appointment by 3 months' notice in writing to the
                        Company if any money payable by the Company to the
                        Director under or pursuant to this Agreement is not paid
                        in full by the Company to the Director within a period
                        of 30 days from any written demand by the Director for
                        the payment thereof;

                  (2)   the Company shall be entitled to terminate the
                        Appointment without any compensation to the Director:-

                        (a) by not less than 3 months' notice in writing given
                            at any time while the Director shall have been
                            incapacitated or prevented by reason of ill health,
                            injury or accident from performing his duties
                            hereunder for a period of or periods aggregating 90
                            days in the preceding 12 months, provided that if at
                            any time during the currency of a notice given
                            pursuant to this sub-paragraph the Director shall
                            provide a medical certificate satisfactory to the
                            Board to the effect that he has fully recovered his
                            physical and/or mental health and that no recurrence
                            of illness or incapacity can reasonably be
                            anticipated the Company shall withdraw such notice;

                        (b) by summary notice in writing if the Director shall
                            at any time:-

                            (1) commit any serious or persistent breach of any
                               of the provisions herein contained;

                            (2) be guilty of any grave misconduct or wilful
                               neglect in the discharge of his duties hereunder
                               or refuse to carry out any reasonable and lawful
                               order given to him by the Board in the course of
                               his Appointment;

                            (3) become bankrupt or have a receiving order made
                               against him or suspend payment or compound with
                               his creditors generally;

                            (4) become a lunatic or of unsound mind;

                            (5) absent himself from the meetings of the Board
                               during a continuous period of 3 months, without
                               special leave of absence from the Board, and his
                               alternate director (if any) shall not during such
                               period have attended in his stead;



                            (6) be guilty of conduct tending to bring himself or
                               any company in the Group into disrepute;

                            (7) being a director of the Company or otherwise, be
                               prohibited by law from fulfilling his duties

                            (8) be convicted of any criminal offence (other than
                               an offence which in the reasonable opinion of the
                               Board does not affect his position as a director
                               of the Company); or

                            (9) improperly divulge to any unauthorized person
                               any business secret or secret details of the
                               organization, business or clientele of the Group.

         (B)      If the Company becomes entitled to terminate the Appointment
                  pursuant to sub-clause 7(A)(2)(b) it shall be entitled (but
                  without prejudice to its right subsequently to terminate the
                  Appointment on the same or any other ground) to suspend the
                  Director without payment of salary for so long as it may think

         (C)      If the Director shall have refused or failed to agree to
                  accept without reasonable grounds an appointment offered to
                  him on terms no less favorable to him than the terms in effect
                  under this Agreement, either by a company which has acquired
                  or agreed to acquire the whole or substantially the whole of
                  the undertaking and assets of the Company or which shall own
                  or has agreed to acquire the whole or not less than 90% of the
                  issued share capital of the Company, the Director shall have
                  no claim against the Company by reason of the subsequent
                  voluntary winding up of the Company or of the disclaimer or
                  termination of this Agreement by the Company within 3 months
                  after such refusal or failure to agree.

         (D)      On the termination of the Appointment howsoever arising the
                  Director shall:-

                  (1)   at any time and from time to time thereafter at the
                        request of the Company resign from office as a director
                        of the Company and all offices held by him in any
                        company in the Group and shall transfer without payment
                        to the Company or as the Company may direct any
                        qualifying shares provided by it and the Director hereby
                        irrevocably appoints the Company to be his attorney and
                        in his name and on his behalf to sign and do any
                        documents or things necessary or requisite to give
                        effect thereto and a certificate in writing signed by
                        any director or by the secretary of the Company that any
                        instrument or act falls within the authority hereby
                        conferred shall be conclusive evidence that such is the
                        case and any third party shall be entitled to rely on
                        such certificate without further enquiry provided
                        however that such resignation or resignations shall be
                        given and accepted on the footing that it is or they are
                        without prejudice to any claims which the Director may
                        have against any such company or which any such company
                        may have against the Director arising out of this
                        Agreement or of the termination of the Appointment;

                  (2)   forthwith deliver to the Company all books, documents,
                        papers, materials, credit cards and other property of or
                        relating to the business of the Group which may then be
                        in his possession or under his power or control; and

                  (3)   not at any time thereafter represent himself still to be
                        connected with the Company or any other company in the


         (E)      Save as expressly provided herein, neither party may terminate
                  this Agreement. No delay and forbearance by the Company in
                  exercising any such right of termination in Clause 7(A)(2)
                  shall constitute a waiver of that right.

8.       Restrictions on the Director

         (A)      During the Appointment, the Director shall not be directly or
                  indirectly engaged in or concerned with or interested in any
                  business which is in any respect in competition with or
                  similar to the Business.

         (B)      The Director shall not either during or after the termination
                  of the Appointment without limit in point of time except
                  authorized or required by his duties:-

                  (1)   divulge or communicate to any person except to those of
                        the officials of the Group whose province it is to know
                        the same; or

                  (2)   use for his own purpose or for any purpose other than
                        that of the Group; or

                  (3)   through any failure to exercise all due care and
                        diligence cause any unauthorized disclosure of any
                        secret confidential or private information:-

                        (a) relating to the dealings, organization, business,
                            finance, transactions or any other affairs of the
                            Group or its clients or customers; or

                        (b) relating to the working of any process or invention
                            which is carried on or used by any company in the
                            Group or which he may discover or make during his
                            Appointment; or

                        (c) in respect of which any company within the Group is
                            bound by an obligation of confidence to any third

                  but so that these restrictions shall cease to apply to any
                  information or knowledge which may become available to the
                  public generally without requiring a significant expenditure
                  of labour skill or money.

         (C)      The Director agrees that, for a period of six months after the
                  expiry or the termination of the Appointment, he will not:-

                  (1)   engage or be engaged whether directly or indirectly in
                        any business which is in competition with or similar to
                        the Business or take employment with any person, firm,
                        company or organization engaged in or operating such
                        business or assist any such person, firm, company or
                        organization with technical, commercial or professional
                        advice in relation to such business;

                  (2)   either on his own account or for any person, firm,
                        company or organization solicit or entice or endeavour
                        to solicit or entice away from any company within the
                        Group any director, manager or servant of any company in
                        the Group whether or not such person would commit any
                        breach of his contract of employment by reason of
                        leaving the service of the relevant company in the

                  (3)   directly or indirectly employ any person who has at any
                        time during the currency of the Appointment been a
                        director, manager or servant of or consultant to any
                        company in the Group and who by reason of such
                        employment is or may be likely to be in possession of
                        such information which if that person was the Director


                        would be covered by the confidential restrictions of
                        this Clause 8; and

                  (4)   either on his own account or for any person, firm,
                        company or organization solicit business from any
                        person, firm, company or organization which at any time
                        the currency of the Appointment has dealt with the
                        Company or any other company in the Group or which on
                        the termination of the Appointment is in the process of
                        negotiating with the Company or any such company in the
                        Group in relation to the Business.

         (D)      Since the Director may obtain in the course of the Appointment
                  by reason of services rendered for or offices held in any
                  other company in the Group knowledge of the trade secrets or
                  other confidential information of such company, the Director
                  hereby agrees that he will at the request and cost of the
                  Company or such other company enter into a direct agreement or
                  undertaking with such company whereby he will accept
                  restrictions corresponding to the restrictions herein
                  contained (or such of them as may be appropriate in the
                  circumstances) in relation to such products and services and
                  such area and for such period as such company may reasonably
                  require for the protection of its legitimate interests.

         (E)      All notes, memoranda, records and writings made by the
                  Director in relation to the Business or concerning any of its
                  dealings or affairs or the dealings or affairs of any clients
                  or customers of the Group shall be and remain the property of
                  the Group and shall be handed over by him to the Company (or
                  to such other company in the Group as the case may require)
                  from time to time on demand and in any event upon his leaving
                  the service of the Company and the Director shall not retain
                  any copy thereof.

         (F)      While the restrictions contained in this Clause are considered
                  by the parties to be reasonable in all the circumstances it is
                  recognized that restrictions of the nature in question may
                  fail for technical reasons unforeseen and accordingly it is
                  hereby agreed and declared that if any such restrictions shall
                  be adjudged to be void as going beyond what is reasonable in
                  all the circumstances for the protection of the interests of
                  the Company but would be valid if part of the wording thereof
                  were deleted or the periods (if any) thereof were reduced the
                  said restriction shall apply with such modifications as may be
                  necessary to make it valid and effective.

9.       Copyright and design right

         (A)      If during his employment hereunder the Director in the course
                  of his normal duties or other duties specifically assigned to
                  him (whether or not during normal working hours) wither alone
                  or in conjunction with any other person

                  (i)   originates any design (whether registrable or not) or
                        other work in which copyright or design right may
                        subsist and/or

                  (ii)  makes, discovers or produces any invention, process or

                  he shall forthwith disclose the same to the Company and shall
                  (subject to sub-clauses 9(B), 9(C) and 9(D)) regard himself in
                  relation thereto as a trustee for the Company.

         (B)      The Director hereby agrees to assign wholly and absolutely the
                  copyright, future copyright, design right and future design
                  right and other proprietary rights if any for the full term
                  thereof throughout the world in respect of all copyright works
                  written, originated, conceived or made by the Director during
                  the period of his employment to the Company to hold absolutely
                  including the right to sue for damages for past infringements.



         (C)      The Director acknowledges that the Company shall be treated as
                  the original proprietor of a design, where such design is
                  created by him in the course of his employment.

         (D)      Any such invention, process or development will be the
                  absolute property of the Company and the Director will, if and
                  when required by the Company (whether during the continuance
                  of his employment or afterwards) at its expense, apply or join
                  with the Company in applying, for letter patent or other
                  protection in any part of the world for any invention process
                  or development.

         (E)      The Director agrees and undertakes that he will execute such
                  deeds or documents and do all such acts and things as may be
                  necessary or desirable to substantiate and maintain the rights
                  of the Company in respect of the matters referred to in
                  sub-clauses 9(A) to 9(D).

         (F)      The Director irrevocably appoints the Company as his attorney
                  in his name and on his behalf to execute all documents and do
                  all things required in order to give full effect to the
                  provisions of this clause.

10.      Holidays

         The Director shall (in addition to normal public holidays) be entitled,
         at the discretion of the Company to 21 working days paid holiday in
         each year during the continuance of the Appointment to be taken as such
         time or times as the Board may approve.

11.      Waiver

         (A)      Time is the essence of this Agreement but no failure or delay
                  on the part of either party to exercise any power, right or
                  remedy hereunder shall operate as a waiver thereof, nor shall
                  any single or partial exercise by either party of any power,
                  right or remedy preclude any other or further exercise thereof
                  or the exercise of any other power right or remedy by that

         (B)      The remedies provided herein are cumulative and are not
                  exclusive of any remedies provided by law.

12.      Notices

         All notices, requests, demands, consents or other communications to or
         upon the parties under or pursuant to this Agreement shall be in
         writing addressed to the relevant party at such party's address set out
         below (or at such other address as such party may hereafter specify to
         the other party) and shall be deemed to have been duly given or made:-

         (i)      in the case of a communication by letter 10 days (if overseas)
                  or 48 hours (if local) after despatch or, if such letter is
                  delivered by hand, on the day of delivery;

         (ii)     in the case of a communication by telex or facsimile, when

         The Company's address:  Room 2005, 20/F.,  Universal Trade Centre, 3-5A
                                 Arbuthnot Road,  Central,  Hong Kong.
         The Director's address: Room 1015, Block M, Telford Gardens, Kowloon
                                 Bay, Kowloon, Hong Kong

13.      Assignability

         This Agreement shall be binding upon and enure to the benefit of each
         party hereto and its successors and assigns and personal



         representatives (as the case may be), provided always that the Director
         may not assign his obligations and liabilities under this Agreement
         without the prior written consent of the Company.

14.      Relationship

         None of the provisions of this Agreement shall be deemed to constitute
         a partnership or joint venture between the parties for any purpose.

15.      Amendment

         This Agreement may not be amended, supplemented or modified except by a
         written agreement or instrument signed by or on behalf of the parties

16.      Severability

         Any provision of this Agreement prohibited by or unlawful or
         unenforceable under any applicable law actually applied by any court of
         competent jurisdiction shall, to the extent required by such law, be
         severed from this Agreement and rendered ineffective so far as is
         possible without modifying the remaining provisions of this Agreement.
         Where, however, the provisions of any such applicable law may be
         waived, they are hereby waived by the parties to the full extent
         permitted by such law to the end that this Agreement shall be a valid
         and binding agreement enforceable in accordance with its terms.

17.      Law and jurisdiction

         This Agreement shall be governed by and construed in all respects in
         accordance with the laws of the State of Nevada and the parties hereby
         submit to the non-exclusive jurisdiction of the courts of the State of


IN WITNESS whereof this Agreement has been duly executed the day and year first
above written.


By: /s/ Tam Cheuk Ho
    Name : Tam Cheuk Ho
    Title : Chief Financial Officer

/s/ Ching Lung Po 
Ching Lung Po