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                                 EXHIBIT 10.34



            China Resources Development, Inc., Amended and Restated
            1995 Stock Option Plan, as amended on December 30, 1996
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                       CHINA RESOURCES DEVELOPMENT, INC.
                              AMENDED AND RESTATED
                             1995 STOCK OPTION PLAN

1.       Purpose.

         The plan shall be known as The China Resources Development, Inc.,
         Stock Option Plan (the "Plan"). The purpose of the Plan shall be to
         promote the long-term growth and profitability of China Resources
         Development, Inc. (the "Company"), and its subsidiaries by (i)
         providing certain officers, key employees, directors, consultants, and
         affiliates of the Company and its subsidiaries with incentives to
         improve stockholder values and contribute to the success of the
         Company and (ii) enabling the Company to attract, retain and reward
         the best available persons for positions of substantial
         responsibility. Grants of incentive or nonqualified stock options, or
         any combination of the foregoing, may be made under the Plan.

2.       Definitions.

         (a)      "Incentive Stock Option" means an option conforming to the
                  requirements of Section 422 of the Internal Revenue Code of
                  1986, as amended (the "Code").

         (b)      "Nonqualified Stock Option" means any stock option
                  other than an Incentive Stock Option.

         (c)      "Subsidiary" and "subsidiaries" mean a corporation or
                  corporations of which outstanding shares representing 50% or
                  more of the combined voting power of such corporation or
                  corporations are owned directly or indirectly by the Company.

         (d)      "Disability" means a permanent and total disability as
                  defined in Section 72(m)(7) of the Code.

         (e)      "Retirement" means termination of one's employment with
                  the approval of the Committee.

         (f)      "Cause" means the occurrence of one of the following:

                  (i)      Conviction for a felony or for any crime or
                           offense lesser than a felony involving the
                           property of the Company or a subsidiary.

                 (ii)      Conduct that has caused demonstrable and serious
                           injury to the Company or a subsidiary, monetary or
                           otherwise, as evidenced by a final determination of
                           a court or governmental agency of competent
                           jurisdiction in effect after exhaustion or lapse of
                           all rights of appeal.


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                 (iii)     Gross dereliction of duty or other grave
                           misconduct, as determined by the Company.

         (g)      "Competition" is deemed to occur if a participant who
                  has terminated employment subsequently obtains a
                  position as a full-time or part-time employee, as a
                  member of the board of directors, or as a consultant or
                  advisor with or to, or acquires an ownership interest
                  in excess of five percent (5%) of, a corporation,
                  partnership, firm or other entity that engages in any
                  of the businesses of the Company or any subsidiary with
                  which the participant was involved in a management role
                  at any time during the last five years of his employ-
                  ment with the Company or any subsidiary.

         (h)      "Change in Control" shall mean an event that would be
                  required to be reported in response to Item 1 of Form 8-K or
                  any successor form thereto promulgated under the Securities
                  Exchange Act of 1934 ("Exchange Act") if the Company were
                  subject to such Act (or that is so required if and when the
                  Company is subject to such Act).

         (i)      "Fair Market Value" of a share of Common Stock of the
                  Company shall mean, with respect to the date in
                  question, the average of the closing bid and asked
                  prices as quoted by the National Association of
                  Securities Dealers through its OTC Bulletin Board or
                  its automated quotation system ("NASDAQ"); or, if the
                  Company's Common Stock is listed or admitted to
                  unlisted trading privileges on a national stock
                  exchange, either (x) the average of the highest and
                  lowest officially-quoted selling prices on such
                  exchange or (y) the closing sale price of such stock,
                  as selected by the Committee; or if the Company's
                  Common Stock is not quoted by the NASD or NASDAQ,
                  traded on such an exchange, or otherwise traded
                  publicly, the value determined, in good faith, by the
                  Committee.

3.       Administration.

                  A. The Plan shall be administered by a the Board of Directors
         or by a committee appointed by the Board of Directors consisting of 
         at least three of its members. No member of the Committee, while a
         member, shall be eligible to participate in the Plan. Subject to the
         provisions of the Plan, and subject to ratification of the grant by
         the Board of Directors (if so  required by applicable state law), the
         Committee shall be authorized to (i) select persons to participate in
         the Plan, (ii) determine the form and substance of grants made under
         the Plan to each participant, and the conditions and restrictions, if
         any, subject to which such grants will be made, (iii) interpret the
         Plan and (iv) adopt, amend, or rescind such rules and regulations
         for carrying out the Plan as it may deem appropriate.  Decisions of
         the



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         Committee on all matters relating to the Plan shall be in the
         Committee's sole discretion and shall be conclusive and binding on all
         parties, including the Company, its stockholders, and the participants
         in the Plan, unless otherwise determined by the Board of Directors.
         The validity, construction, and effect of the Plan and any rules and
         regulations relating to the Plan shall be determined in accordance
         with applicable federal and state laws and rules and regulations
         promulgated pursuant thereto. The Committee and shall keep full
         records and accounts of its proceedings and transactions, and all such
         transactions shall be reported to the Board of Directors. No member of
         the Board of Directors or the Committee shall be liable for any action
         or determination made in good faith with respect to the Plan or any
         stock option   granted under it.

                  B. The Committee may select one of its members as its
         chairman, and shall hold meetings at such time and places as it may
         determine. Acts by a majority of the Committee, or acts reduced to and
         approved in writing by a majority of the members of the Committee,
         shall be the valid acts of the Committee. All references in this Plan
         to the Committee shall mean the Board of Directors if no Committee has
         been appointed. From time to time the Board of Directors may increase
         the size of the Committee and appoint additional members thereof,
         remove members (with or without cause) and appoint new members in
         substitution therefor, fill vacancies however caused, or remove all
         members of the Committee and thereafter administer the Plan.

                  C. Notwithstanding the provisions of paragraph 3.A., stock
         options may be granted to members of the Board of Directors; however,
         no stock option shall be granted to any person who is, at the time of
         the proposed grant, a member of the Board of Directors unless such
         grant has been approved by a majority vote of the other members of the
         Board of Directors. All grants of stock options to members of the
         Board shall in all other respects be made in accordance with the
         provisions of this Plan applicable to other eligible persons. Member
         of the Board of Directors who either (i) are eligible for stock
         options pursuant to the Plan or (ii) have been granted stock options
         may vote on any matters affecting the administration of the Plan or
         the grant of any stock options pursuant to the Plan, except that no
         such member shall act upon the granting to himself of stock options,
         but any such member may be counted in determining the existence of a
         quorum at any meeting of the Board of Directors during which such
         action is taken with respect to the granting to him of stock options.

                  D. Notwithstanding any other provision of this paragraph 3,
         in the event the Company registers any equity security pursuant to
         Section 12 of the Securities Exchange Act 




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         of 1934, as amended (the "Exchange Act"), any grants of stock options
         to directors made at any time from the effective date of such
         registration until six months after the termination of such
         registration shall be made only by the Board of Directors; provided
         however, that if a majority of the Board of Directors is eligible to
         participate in the Plan or in any other stock option or other stock
         plan of the Company or any of its affiliates, or has been so eligible
         at any time within the preceding year, any grant of stock options to
         directors must be made by, or in accordance with the recommendation
         of, a committee consisting of three or more persons who may, but need
         not be, directors or employees of the Company appointed by the Board
         of Directors but having full authority to act in the matter, none of
         whom is eligible to participate in this Plan or any other stock
         option or other stock plan of the Company or any of its affiliates,
         or has been eligible at any time within the preceding year. The
         requirements imposed by the preceding sentence shall also apply with
         respect to grants to officers who are not also directors. Once
         appointed, the committee shall continue to serve until otherwise
         directed by the Board of Directors.

4.       Shares Available for the Plan.

         Subject to adjustments as provided in Section 12, the number of shares
         of Common Stock of the Company (hereinafter the "shares") which may be
         issued pursuant to the Plan is that number of shares which would, in
         the aggregate and if deemed outstanding, constitute 20% of the
         Company's then-outstanding shares of Common Stock, as determined at
         the time of granting stock options. Such shares may represent
         authorized but unissued shares. If any grant under the Plan expires or
         terminates unexercised, becomes unexercisable or is forfeited as to
         any shares, such unpurchased or forfeited shares shall thereafter be
         available for further grants under the Plan.

5.       Participation.

         Participation in the Plan shall be limited to those officers,
         directors, key employees, consultants and affiliates of the Company
         and its subsidiaries selected by the Committee. Nothing in the Plan or
         in any grant there-under shall confer any right on an employee to
         continue in the employ of the Company or shall interfere in any way
         with the right of the Company to terminate an employee at any time.

                  Incentive or nonqualified stock options, or any combination
         thereof, may be granted to such persons and for such number of shares
         as the Committee shall determine (such individuals to whom grants are
         made being herein called "optionees"). A grant of any type made
         hereunder in any one year to an eligible employee shall neither
         guarantee nor 



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         preclude a further grant of that or any other type to such employee
         in that year or subsequent years.

                  The maximum number of shares with respect to which incentive
         or nonqualified options, or any combination thereof, may be granted to
         any single individual in any one calendar year shall not exceed
         500,000 shares.

6.       Incentive and Nonqualified Options.

         The Committee may from time to time grant to eligible participants
         Incentive Stock Options, Nonqualified Stock Options, or any
         combination thereof. The options granted shall take such form as the
         Committee shall determine, subject to the following terms and
         conditions.

         (a)      Price.  The price per share deliverable upon the
                  exercise of each Incentive Stock Option shall not be
                  less than 100% of the Fair Market Value of the shares
                  on the date the option is granted, as the Committee
                  determines.  In the case of the grant of any Incentive
                  Stock Option to an employee who, at the time of the
                  grant, owns more than 10% of the total combined voting
                  power of all classes of stock of the Company or any of
                  its subsidiaries, such price per share, if required by
                  the Code at the time of grant, shall not be less than
                  110% of the Fair Market Value of the shares on the date
                  the option is granted.

                  The price per share deliverable upon the exercise of each
                  Nonqualified Stock Option shall not be less than the higher
                  of (i) the net tangible assets per share of the Company as of
                  the end of the fiscal year immediately preceding the date of
                  such grant, or (ii) 80% of the Fair Market Value of the
                  shares on the date the option is granted, as the Committee
                  determines.

         (b)      Cash Exercise.  Options may be exercised in whole or in
                  part upon payment of the exercise price of the shares
                  to be acquired.  Payment shall be made in cash or, in
                  the discretion of the Committee, in shares previously
                  acquired by the participant or a combination of cash
                  and shares of Common Stock.  The Fair Market Value of
                  shares of Common Stock tendered on exercise of options
                  shall be determined on the date of exercise.

         (c)      Cashless Exercise.  Options may be exercised in whole
                  or in part upon delivery to the Secretary of the
                  Company of an irrevocable written notice of exercise.
                  The date on which such notice is received by the
                  Secretary shall be the date of exercise of the option,
                  provided that within five business days of the delivery
                  of such notice the funds to pay for exercise of the
                  option are delivered to the Company by a broker acting
                  on behalf of the optionee 




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                   either in connection with the sale of the shares underlying
                   the option or in connection with the making of a margin
                   loan to the optionee to enable payment of the exercise
                   price of the option. In connection with the foregoing, the
                   Company will provide a copy of the notice of exercise of
                   the option to the aforesaid broker upon receipt by the
                   Secretary of such notice and will deliver to such broker,
                   within five business days of the delivery of such notice to
                   the Company, a certificate or certificates (as requested by
                   the broker) representing the number of shares underlying
                   the option that have been sold by such broker for the
                   optionee.

         (d)      Terms of Options.  The term during which each option
                  may be exercised shall be determined by the Committee,
                  but in no event shall an Incentive Stock Option be
                  exercisable in whole or in part in less than one year
                  or, in the case of a Nonqualified Stock Option, more
                  than ten years and one day from the date it is granted,
                  or, in the case of an Incentive Stock Option, ten years
                  from the date it is granted; and, in the case of the
                  grant of an Incentive Stock Option to an employee who
                  at the time of the grant owns more than 10% of the
                  total combined voting power of all classes of stock of
                  the Company or any of its subsidiaries, in no event
                  shall such option be exercisable, if required by the
                  Code at the time of grant, more than five years from
                  the date of the grant.  All rights to purchase shares
                  pursuant to an option shall, unless sooner terminated,
                  expire at the date designated by the Committee.  The
                  Committee shall determine the date on which each option
                  shall become exercisable and may provide that an option
                  shall become exercisable in installments.  The shares
                  constituting each installment may be purchased in whole
                  or in part at any time after such installment becomes
                  exercisable, subject to such minimum exercise
                  requirement as is designated by the Committee.  The
                  Committee may accelerate the time at which any option
                  may be exercised in whole or in part.  Unless otherwise
                  provided herein, an optionee may exercise an option
                  only if he or she is, and has continuously been since
                  the date the option was granted, an employee of the
                  Company or a subsidiary.  Prior to the exercise of the
                  option and delivery of the stock represented thereby,
                  the optionee shall have no rights to any dividends or be
                  entitled to any voting rights on any stock represented by
                  outstanding options.

         (e)      Limitations on Grants. If required by the Code at the time of
                  grant of an Incentive Stock Option, the aggregate Fair Market
                  Value (determined as of the grant date) of shares for which
                  such option is exercisable for the first time during any
                  calendar year may not exceed US$100,000.




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         (f)      Termination of Employment; Change in Control.  If a
                  participant ceases to be an officer, employee, or
                  director of the Company or any subsidiary due to death
                  or Disability, each of the participant's options that
                  was granted at least one year prior to death or
                  Disability shall become fully vested and exercisable
                  and shall remain so for a period of one year from the
                  date of termination of employment, but in no event
                  after its expiration date; and all options granted to
                  such participant less than one year prior to death or
                  Disability shall be forfeited.

                           If a participant ceases to be an officer, employee
                  or director of the Company or any subsidiary upon the
                  occurrence of his or her Retirement, each of his or her
                  options granted at least one year prior to Retirement shall
                  become fully vested and exercisable and shall remain so for a
                  period of five years from the date of Retirement, but in no
                  event after its expiration date, provided that the
                  participant does not engage in Competition during that
                  five-year period unless he receives written consent to do so
                  from the Board. Notwithstanding the foregoing, Incentive
                  Stock Options not exercised by such participant within 90
                  days after Retirement will cease to qualify as Incentive
                  Stock Options and will be treated as Nonqualified Stock
                  Options under the Plan if required to be so treated under the
                  Code. All options granted to such participant less than one
                  year prior to Retirement shall be forfeited.

                           If a participant ceases to be an officer or employee
                  of the Company or any subsidiary due to Cause, all of his or
                  her options shall be forfeited.

                           If a participant ceases to be an officer or employee
                  of the Company or any subsidiary for any reason other than
                  death, Disability, Retirement or Cause, each of his or her
                  options that was exercisable on the date of termination shall
                  remain exercisable for, and shall otherwise terminate at the
                  end of, a period of 90 days after the date of termination of
                  employment, but in no event after its expiration date;
                  provided that the participant does not engage in Competition
                  during such 90-day period unless he or she receives written
                  consent to do so from the Board. All of the participant's
                  options that were not exercisable on the date of such
                  termination shall be forfeited.

                           Notwithstanding anything to the contrary herein, if
                  a participant ceases to be an officer, employee or director
                  of the Company or any subsidiary, for any reason other than
                  Cause, the Committee at its sole discretion may accelerate
                  the vesting of any option so that it will 





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                   become fully vested and exercisable as of the date of such
                   participant's termination of employment. If there is a
                   Change in Control of the Company, there will be an
                   automatic acceleration of the vesting of any outstanding
                   option so that it will become fully vested and exercisable
                   as of the date of the Change in Control.

7.       Withholding of Taxes.

         The Company may require, as a condition to any grant under the Plan or
         to the delivery of certificates for shares issued hereunder, that the
         grantee pay to the Company, in cash, any federal, state or local taxes
         of any kind required by law to be withheld with respect to any grant
         or any delivery of shares. The Committee, in its sole discretion, may
         permit participants to pay such taxes through the withholding of
         shares otherwise deliverable to such participant in connection with
         such grant or the delivery to the Company of shares otherwise acquired
         by the participant. The Fair Market Value of shares of Common Stock
         withheld by the Company or tendered to the Company for the
         satisfaction of tax withholding obligations under this section shall
         be determined on the date such shares are withheld or tendered. The
         Company, to the extent permitted or required by law, shall have the
         right to deduct from any payment of any kind (including salary or
         bonus) otherwise due to a grantee any federal, state or local taxes of
         any kind required by law to be withheld with respect to any grant or
         to the delivery of shares under the Plan, or to retain or sell without
         notice a sufficient number of the shares to be issued to such grantee
         to cover any such taxes, provided that the Company shall not sell any
         such shares if such sale would be considered a sale by such grantee
         for purposes of Section 16 of the Exchange Act.

8.       Written Agreement.

         Each employee to whom a grant is made under the Plan shall enter into
         a written agreement with the Company that shall
         contain such provisions, consistent with the provisions of
         the Plan, as may be established by the Committee.

9.       Transferability.

         No option granted under the Plan shall be transferable by an employee
         otherwise than by will or the laws of descent and distribution or
         pursuant to a qualified domestic relations order as defined by the
         Code or Title I of the Employee Retirement Income Security Act, or the
         rules thereunder. An option may be exercised only by the optionee or
         his guardian or legal representative; provided that Incentive Stock
         Options may be exercised by such guardian or legal representative only
         if permitted by the Code and any regulations promulgated thereunder.



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10.      Listing and Registration.

         If the Committee determines that the listing, registration, or
         qualification upon any securities exchange or under any law of shares
         subject to any option is necessary or desirable as a condition of, or
         in connection with, the granting of same or the issue or purchase of
         shares thereunder, no such option may be exercised in whole or in part
         or no shares issued unless such listing, registration or qualification
         is effected free of any conditions not acceptable to the Committee.

11.      Transfer of Employee.

         Transfer of an employee from the Company to a subsidiary, from a
         subsidiary to the Company, and from one subsidiary to another shall
         not be considered a termination of employment. Nor shall it be
         considered a termination of employment if an employee is placed on
         military or sick leave or such other leave of absence which is
         considered as continuing intact the employment relationship; in such a
         case, the employment relationship shall be continued until the date
         when an employee's right to reemployment shall no longer be guaranteed
         either by law or by contract.

12.      Adjustments.

         In the event of a reorganization, recapitalization, stock split, stock
         dividend, combination of shares, merger, consolidation, distribution
         of assets, or any other change in the corporate structure or shares of
         the Company, the Committee shall make such adjustments as it deems
         appropriate in the number and kind of shares reserved for issuance
         under the Plan, in the number and kind of shares covered by grants

         made under the Plan, and in the exercise price of outstanding
         options. In the event of any merger, consolidation or other
         reorganization in which the Company is not the surviving or
         continuing corporation, all options that were granted hereunder and
         that are outstanding on the date of such event shall be assumed by
         the surviving or continuing corporation.

13.      Termination and Modification of the Plan.

         The Board of Directors, without further approval of the shareholders,
         may modify or terminate the Plan and from time to time may suspend,
         and if suspended, may reinstate any or all of the provisions of the
         Plan, except that (i) no modification, suspension or termination of
         the Plan may, without the consent of the grantee affected, alter or
         impair any grant previously made under the Plan, and (ii) no
         modification shall become effective without prior approval of the
         stockholders of the Company that would (a) increase (except as
         provided in Section 12) the maximum number of shares reserved for
         issuance under the Plan; (b) change the 




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         classes of employees eligible to be participants; or (iii) materially
         increase the benefits accruing to participants in the Plan.

                  With the consent of the grantee affected thereby, the
         Committee may amend or modify the grant of any outstanding option in
         any manner to the extent that the Committee would have had the
         authority to make such grant as so modified or amended, including
         without limitation to change the date or dates as of which an option
         becomes exercisable. The Committee shall be authorized to make minor
         or administrative modifications to the Plan as well as modifications
         to the Plan that may be dictated by requirements of federal or state
         laws applicable to the Company or that may be authorized or made
         desirable by such laws.

14.      Commencement Date; Termination Date.

         The date of commencement of the Plan shall be March 31, 1995. Unless
         previously terminated, the Plan shall terminate at the close of
         business on March 31, 2005.

15.      Cash Awards.

         The Committee may authorize cash awards to any participant receiving
         shares under the Plan in order to assist such participant in meeting
         his or her tax obligations with respect to such shares.

16.      Provisions Applicable Solely to Insiders.

         The following provisions shall apply only to persons who are subject
         to Section 16 of the Securities Exchange Act of 1934 with respect to
         securities of the Company ("Insiders"):

         (a)      No Insider shall be permitted to transfer any
                  securities of the Company acquired by him, except to
                  the extent permitted by 17 C.F.R.ss.240.16a-2(d)(1),
                  upon the exercise of any Incentive Stock Option or
                  Nonqualified Stock Option, until at least six months
                  and one day after the later of (i) the day on which
                  such security is granted to the participant or (ii) the
                  day on which the exercise or conversion price of such
                  security is fixed.

         (b)      An Insider may elect to have shares withheld from a
                  grant made under the Plan or tender shares to the
                  Company in order to satisfy the tax withholding
                  consequences of a grant made under the Plan, only
                  during the period beginning on the third business day
                  following the date on which the Company releases the
                  financial information specified in 17 C.F.R.ss.240.16b-
                  3(e)(1)(ii) and ending on the twelfth business day
                  following such date.


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         (c)      Notwithstanding Section 19 (b)(ii) hereof, an Insider may
                  elect to have shares withheld from a grant made under the
                  Plan in order to satisfy tax withholding consequences thereof
                  by providing the Company with a written election to so
                  withhold at least six months in advance of the withholding of
                  shares otherwise issuable upon exercise of an option.

         The China Resources Development, Inc., 1995 Stock Option Plan was
amended and restated pursuant to (i) a resolution of the Board of Directors of
the corporation unanimously adopted at a special meeting of the Board held on
November 29, 1996, and (ii) a vote by the shareholders of the corporation
holding at least a majority of each class of stock outstanding and entitled to
vote, at the annual meeting of shareholders held on December 30, 1996.



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