EXHIBIT 10.16


                              Dated the day of 1999




                                CDKNET.COM, INC.


                                       and


                              ASIA PIONEER LIMITED


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


                             SUBSCRIPTION AGREEMENT
                            IN RELATION TO SHARES IN
                              ASIA PIONEER LIMITED
           -----------------------------------------------------------



                             AGGARWAL & ASSOCIATES,
                                   Solicitors,
                            Rooms 1905-7, 19th Floor,
                             St. George's Building,
                               2 Ice House Street,
                                    Central,
                                   Hong Kong.

                            Ref.: 0203-0295/99/NA/RKW


<PAGE>

THIS  AGREEMENT     is made the 16th day of November 1999.

BETWEEN :-

(1)      CDKNET.COM, INC., a company incorporated in the state of Delaware, the
         United States of America and having its registered address at 595
         Stewart Avenue, Suite 710, Garden City, New York 11530, U.S.A. ("CDK");
         and

(2)      ASIA PIONEER LIMITED, a company incorporated in the Cayman Islands and
         having its registered office at Huntlaw Building, P.O. Box 2804, George
         Town, Grand Cayman, Cayman Islands ("APL").

WHEREAS :-

(A)      APL is a private company limited by shares incorporated in the Cayman
         Islands.

(B)      CDK is a company incorporated under the laws of the State of Delaware,
         U.S.A. further particulars of which as at the date of this Agreement
         are set out in Schedule 1 .

(C)      APL has agreed to subscribe for the Subscription Shares (as defined
         below) and CDK has agreed to issue and allot the same to APL on the
         terms and conditions contained in this Agreement.

(D)      APL has agreed to enter into a Licencing Agreement with CDK's
         subsidiary, CDKNet, LLC for the licencing of such CDK Technology(TM) by
         CDKNet, LLC to APL.

NOW IT IS HEREBY AGREED  as follows :-

1.       DEFINITIONS AND INTERPRETATION
         ------------------------------

1.1      In this Agreement, unless the context otherwise requires, the following
         words and expressions shall have the following meanings :-

         "THIS AGREEMENT"     means this agreement as amended, modified or
                              supplemented from time to time;

                                      -1-
<PAGE>

         "APL SHARES"         means all those issued and allotted shares of APL
                              by APL to CDK's subsidiary CDKNet, LLC being 4,890
                              shares of par value US$ 0.01 each in the capital
                              of APL and constituting approximately [4.89%] of
                              the issued share capital of APL as at the date of
                              such allotment of such shares and one of such
                              shares shall be known as "APL Share".

         "ARTICLES"           means the articles of association of CDK for the
                              time being;

         "BOARD"              means the board of directors of CDK for the time
                              being;

         "DIRECTOR"           means a director of CDK for the time being;

         "EXCHANGE ACT"       means the U.S. Securities Exchange Act of 1934, as
                              amended;


         "GROUP"              means CDK and any other company which is a
                              Subsidiary of or a holding company of or another
                              Subsidiary of a holding company of CDK and
                              "MEMBER(S) OF THE GROUP" shall be construed
                              accordingly;

         "HONG KONG"          means the Hong Kong Special Administrative Region;

         "SEC"                means the U.S. Securities and Exchange Commission;

         "SHARES"             means shares of common stock, par value US$ 0.0001
                              per share, of CDK;

         "SUBSCRIPTION"       means the subscription for the Subscription Shares
                              pursuant to Clause 2 and "SUBSCRIBE" shall be
                              construed accordingly;

         "SUBSCRIPTION        means the 1,800,000 Shares to be purchased
          SHARES"             hereunder constituting approximately nine and
                              fifty-seven one hundredths per cent (9.57%) of the
                              issued common share capital of CDK as of 11
                              November 1999 as enlarged by the issue of the
                              Subscription Shares set out in Clause 2.2;

         "SUBSCRIPTION        means US$0.50 per Subscription Share;
          SHARE PRICE"

                                      -2-
<PAGE>

         "SUBSIDIARY"         for the purpose of this Agreement a company shall
                              be deemed to be a subsidiary of another company,
                              if :-

                              (a)  that other company :-

                                   (i)   controls the composition of the board
                                         of directors of the first-mentioned
                                         company; or

                                   (ii)  controls more than half of the voting
                                         power of the first-mentioned company;
                                         or

                                   (iii) holds more than half of the issued
                                         share capital or issued common share
                                         capital (as the case may be) of the
                                         first-mentioned company (excluding any
                                         part of it which carries no right to
                                         participate beyond a specified amount
                                         in a distribution of either profits or
                                         capital);or

                              (b)  the first-mentioned company is a subsidiary
                                   of any company which is that other company's
                                   subsidiary;

         "US$"                Means the lawful currency of the United States of
                              America;

         "WARRANTIES"         Means the representations, warranties and
                              undertakings on the part of each CDK and APL
                              respectively set out in Clause 4 .

1.2      References in this Agreement to ordinances and to statutory provisions
         shall be construed as references to those ordinances or statutory
         provisions as respectively modified (on or before the date hereof) or
         re-enacted (whether before or after the date hereof) from time to time
         and to any orders, regulations, instruments or subordinate legislation
         made under the relevant ordinances or provisions thereof and shall
         include references to any repealed ordinance or provisions thereof
         which has been so re-enacted (with or without modifications).

1.3      The headings are inserted for convenience only and shall not affect the
         construction of this Agreement.

1.4      Except where the context otherwise requires words denoting the singular
         include the plural and vice versa; words denoting any one gender
         include all genders; words denoting persons include incorporations and
         firms and vice versa.

                                      -3-
<PAGE>

1.5      References to Clauses, Sub-clauses, Paragraphs and Schedules are
         (unless the context otherwise requires) to clauses, sub-clauses,
         paragraphs of and schedules to this Agreement.

1.6      The Schedules form part of this Agreement.

2.       SUBSCRIPTION AND COMPLETION
         ---------------------------

2.1      APL in reliance upon the representations warranties undertakings
         agreements and covenants referred to in this Agreement hereby agrees
         and undertakes to Subscribe for the Subscription Shares at the
         Subscription Share Price subject to the Articles and the terms and
         conditions contained in this Agreement.

2.2      The aggregate Subscription Share Price for the Subscription Shares is
         US$900,000.00 and shall be satisfied by the issue and allotment by CDK
         of the Subscription Shares as follows :- (The Subscription Shares shall
         be allotted and issued credited as fully paid and on terms that they
         will rank pari passu in all respects with the chartered rights (i.e.
         memorandum and articles of association and bye-laws of CDK) with the
         shares of common stock in CDK in issue as at the date hereof )

         (i)     Upon the signing of this Agreement the sum of US$100,000.00
                 shall be paid by APL to CDK ("First Payment") for the issue and
                 allotment by CDK of 200,000 of the Subscription Shares ("First
                 Allotment").

         (ii)    On or before 30 December 1999 the sum of US$150,000.00 shall be
                 paid by APL to CDK ("Second Payment") for the issue and
                 allotment by CDK of 300,000 of the Subscription Shares ("Second
                 Allotment").

         (iii)   On or before 28 January 2000 the sum of US$150,000.00 shall be
                 paid by APL to CDK ("Third Payment") for the issue and
                 allotment by CDK of 300,000 of the Subscription Shares ("Third
                 Allotment").

         (iv)    On or before 29 February 2000 the sum of US$150,000.00 shall be
                 paid by APL to CDK ("Fourth Payment") for the issue and
                 allotment by CDK of 300,000 of the Subscription Shares ("Fourth
                 Allotment").


         (v)     On or before 30 March 2000 the sum of US$150,000.00 shall be
                 paid by APL to CDK ("Fifth Payment") for the issue and
                 allotment by CDK of 300,000 of the Subscription Shares ("Fifth
                 Allotment").

         (vi)    On or before 28 April 2000 the sum of US$150,000.00 shall be
                 paid by APL to CDK ("Sixth Payment") for the issue and
                 allotment by CDK of 300,000 of the Subscription Shares ("Sixth
                 Allotment").

                                      -4-
<PAGE>

         (vii)   On or before 30 May 2000 the sum of US$50,000.00 shall be paid
                 by APL to CDK ("Seventh Payment") for the issue and allotment
                 by CDK of 100,000 of the Subscription Shares ("Seventh
                 Allotment").


         (The First Payment, Second Payment, Third Payment, Fourth Payment,
         Fifth Payment, Sixth Payment and the Seventh Payment shall hereinafter
         collectively be known as "Payments".)

         (The First Allotment, Second Allotment, Third Allotment, Fourth
         Allotment, Fifth Allotment, Sixth Allotment and the Seventh Allotment
         shall hereinafter collectively be known as "Allotments".)

         Prior to any of the relevant Payments being made by APL to CDK in
         respect of any of the relevant Allotments described above, CDK shall
         send to APL (by way of fax and overnight courier) a copy of the
         relevant written instructions to the relevant transfer agent or share
         registrar to issue the Subscription Shares to be allotted to APL along
         with the relevant written confirmation of the transfer agent or share
         registrar in respect of such issue instructions relating to the issue
         of Subscription Shares to APL. Upon receipt of the fax, APL shall
         deliver to CDK within one (1) business day the respective Payment by
         way of a wire (or telegraphic transfer) of immediately available funds
         to the CDK bank account as directed by CDK by a fax or email of wire
         instructions thereof.

2.3      Completion of the First Allotment shall take place promptly upon
         execution of this Agreement or at such other time and place as may be
         agreed between the parties to this Agreement.

2.4      At completion of the First Allotment :-

2.4.1    CDK shall procure that :-

         (a)   a meeting of the Board is convened and duly held at which valid
               resolutions are passed to authorize the issue and allotment of
               the Subscription Shares relating to the First Allotment to APL
               and the entering into and completing of this Agreement by CDK;

         (b)   CDK shall allot and issue credited as fully paid the Subscription
               Shares relating to the First Allotment to APL and shall enter the
               name of APL in the register of members of CDK as registered
               holder of the Subscription Shares;

         (c)   CDK shall issue and deliver to APL appropriate share certificates
               for the Subscription Shares duly executed by CDK.

                                      -5-
<PAGE>

2.4.2    Upon payment of any of the respective Second Payment, Third Payment,
         Fourth Payment, Fifth Payment, Sixth Payment and Seventh Payment by APL
         to CDK shall procure that :-

         (a)   such meetings of the Board is convened and duly held at which
               valid resolutions are passed to authorize the issue and allotment
               of the relevant respective Second Allotment, Third Allotment,
               Fourth Allotment, Fifth Allotment, Sixth Allotment and Seventh
               Allotment.

         (b)   CDK shall allot and issue credited as fully paid the Subscription
               Shares relating to the relevant and respective Second Allotment,
               Third Allotment, Fourth Allotment, Fifth Allotment, Sixth
               Allotment and Seventh Allotment in the register of members of CDK
               as registered holder of the Subscription Shares relating to the
               relevant and respective Second Allotment, Third Allotment, Fourth
               Allotment, Fifth Allotment, Sixth Allotment and Seventh
               Allotment.

         (c)   CDK shall issue and deliver to APL appropriate Share Certificates
               for the Subscription Shares relating to the relevant and
               respective Second Allotment, Third Allotment, Fourth Allotment,
               Fifth Allotment, Sixth Allotment and Seventh Allotment.

2.4.3    APL shall procure that a meeting of the board of directors of APL is
         convened and duly held at which valid resolutions are passed to
         authorize the purchase in respect of the issue and allotment of the
         Subscription Shares by CDK and the entering into and completing of this
         Agreement by APL;

2.4.4    Upon the completion of the Seventh Allotment of Subscription Shares to
         APL, CDK shall within 90 days from the date of the completion of the
         Seventh Allotment of Subscription Shares register all the Subscription
         Shares allotted to APL per Clause 2.2 above with the SEC.

         Shall CDK fail to register all the Subscription Shares with the SEC
         within 90 days from the date of the completion of the Seventh
         Allotment, then CDK shall pay to APL an amount in US$ equivalent to 1%
         per month of the aggregate Subscription Share Price for the
         Subscription Shares (i.e. 1% per month of US$900,000.00) ("the
         Subscription Interest") to APL and which Subscription Interest shall
         accrue until the Subscription Shares are registered with the SEC and
         shall be paid to APL upon the successful registration of the
         Subscription Shares with the SEC.

                                      -6-
<PAGE>



3.       EVENTS OF DEFAULT
         -----------------

3.1      In the event that :-

         3.1.1 the Shares are not (i) registered with the SEC pursuant to
               Section 12(g) of the Exchange Act and (ii) eligible for trading
               on the National Association of Securities Dealers
               Over-the-Counter Bulletin Board ("OTCBB") or any nationally
               recognized stock exchange or electronic trading system (a
               "National Exchange") on or before 28 February 2000 for whatever
               reasons; or

         3.1.2 the Shares are delisted or otherwise become ineligible for
               trading on the OTCBB or on any other National Exchange on or
               prior to 1 July 2000, save and except in the following
               circumstances :-

               (a)  the Shares cease to be so listed due to CDK ceasing to have
                    a class of equity securities registered under the Exchange
                    Act ; and

               (b)  the termination of such listing was as a result of a
                    voluntary act or decision of CDK and its shareholders and
                    whereby such voluntary act or decision leads to a general
                    offer being made to all shareholders of CDK for all the
                    Shares being held by such shareholders; or

         3.1.3 if on or before 1 July 2000  :-

               (a)  CDK shall be subject to any proceedings relating to
                    bankruptcy, winding up or insolvency in any courts of
                    competent jurisdiction; or

               (b)  CDK shall cease, or shall threaten to cease, to carry on its
                    business;

               (c)  APL shall terminate (pursuant to the terms of the licence
                    agreement) such licence agreement for the licence of CDK
                    Technology(TM) with CDK's subsidiary, CDKNet, LLC;

               then without prejudice to any other rights or remedies of APL in
               respect of any antecedent breach on the part of CDK under this
               Agreement, APL shall be entitled to:

               (i)  by notice in writing to CDK within a period of [twenty-eight
                    (28)]

                                      -7-
<PAGE>

                    days upon APL becoming aware of the happening of any of such
                    events (whichever is later) to forthwith terminate this
                    Agreement; and/or

               (ii) (if applicable) to terminate such licence agreement for the
                    licence of CDK Technology(TM) with CDK's subsidiary, CDKNet,
                    LLC and in which event CDK shall procure its subsidiary
                    CDKNet, LLC to allow and permit such termination without any
                    claims, demands or legal action against APL.

3.2      In the event that either :-

         3.2.1 APL fails to make any of the Payments on their respective due
               dates; or

         3.2.2 On or before 1 July 2000 :-

               (i)  APL shall be subject to any proceedings relating to
                    bankruptcy, winding up or insolvency in any courts of
                    competent jurisdiction; or

               (ii) APL shall cease, or shall threaten to cease, to carry on its
                    business; or

               (iii) CDK's subsidiary, CDKNet, LLC shall terminate (pursuant to
                    the terms of the licence agreement) such licence agreement
                    for the licence of CDK Technology(TM) with APL;

               then without prejudice to any other rights or remedies of CDK in
               respect of any antecedent breach on the part of APL under this
               Agreement, CDK shall :-

               (a)  be entitled to by notice in writing to APL within a period
                    of [twenty eight (28) days] upon CDK becoming aware of the
                    happening of any such event (whichever is later) to
                    forthwith terminate this Agreement; and/or

               (b)  (if applicable) be entitled on behalf of CDK's subsidiary
                    CDKNet, LLC to terminate on behalf of CDKNet, LLC any
                    licence agreement (in respect of CDKNet, LLC's CDK
                    Technology(TM)) entered into between CDKNet, LLC and APL.

4.       WARRANTIES
         ----------

4.1 Each party hereto hereby represents and warrants to the other party that :-

                                      -8-
<PAGE>

         4.1.1 it has all the necessary capacity to enter into, perform and be
               bound by the terms and conditions of this Agreement;

         4.1.2 it has taken or will take all steps and action and has obtained
               or will obtain all consents, approvals and waivers necessary or
               required for it to enter into, perform and be bound by the terms
               and conditions of this Agreement;

         4.1.3 the terms and conditions of this Agreement are valid and binding
               on it and are enforceable against it in accordance with the terms
               and conditions set out herein.

4.2      In consideration of APL agreeing to enter into this Agreement CDK
         warrants and represents to APL as at the date of this Agreement that,
         to the best of CDK's knowledge :-

         4.2.1 (a)  the particulars of CDK contained in Schedule [1] are true
                    and accurate in all respects;

               (b)  CDK has approximately 17,000,000 shares of common stock
                    issued and outstanding as of 11 November 1999;

         4.2.2 all returns particulars resolutions and other documents required
               to be filed with the relevant authorities in the U.S.A. by CDK
               have been duly filed and CDK has complied with all legal
               requirements in connection with its formation and with all issues
               of its shares;

         4.2.3 following the issue and allotment of the Subscription Shares by
               CDK, APL will be the beneficial owner of approximately] nine and
               fifty-seven one hundredths per cent (9.57%) of the issued common
               share capital of CDK as of 11 November 1999 as enlarged by the
               issue of the Subscription Shares set out in Clause 2.2;

         4.2.4 the Subscription Shares shall be allotted and issued credited as
               fully paid and on terms that they will rank pari passu in all
               respects with the chartered rights with the shares of common
               stock in CDK in issue as at the date of allotment of the
               Subscription Shares ;

         4.2.5 (a)  CDK has complied with all necessary and applicable
                    regulations and laws of the SEC and other regulatory
                    authorities in the United States of America (including the
                    Exchange Act);

               (b)  CDK's stock was previously traded on the OTCBB but has
                    recently been removed from the OTCBB and instead has its

                                      -9-
<PAGE>

                    shares currently traded on the so-called "Pink Sheets";

         4.2.6 (a)  the audited consolidated financial statements of CDK and its
                    Subsidiaries as set out in Form 10-SB filed with the SEC on
                    7 October 1999 ("FORM 10-SB") a copy of which financial
                    statements is attached hereto marked "ANNEX 1" has been
                    prepared in accordance with the requirements of relevant
                    ordinances, regulations and statutes and in accordance with
                    generally accepted accounting principles and practices in
                    U.S.A. consistently applied. Such financial statements are
                    hereinafter called "THE ACCOUNTS OF CDK".

                    CDK is now preparing to file and Amendment No. 2 to the Form
                    10-SB in approximately one week from the date of this
                    Agreement with the SEC to reflect Form 10-QSB type
                    disclosures. CDK undertakes to send to APL a copy of the
                    said Amendment No. 2 immediately after filing of the same
                    with the SEC;

               (b)  the Accounts of CDK are true and accurate in all material
                    respects and show a true and fair view of the assets,
                    liabilities, capital commitments and the state of affairs of
                    CDK and its Subsidiaries as at 30th June 1999;

               (c)  since 30th June 1999 :-

                    (i)  each of CDK and its Subsidiaries has carried on its
                         business in the ordinary and usual course;

                    (ii) no distribution of capital or income has been declared
                         made or paid in respect of any share capital of each of
                         CDK and its Subsidiaries;

                    (iii) each of CDK and its Subsidiaries has not assumed or
                         incurred any liabilities or expenditure otherwise than
                         in the ordinary course of carrying on its day-to-day
                         business;

                    (iv) there has been no material adverse change in the
                         financial position of each of CDK and its Subsidiaries;

         4.2.7 the assets and equipment included in the Accounts of CDK or
               acquired by each of CDK and its Subsidiaries since 30th June 1999
               are the property of and owned by CDK and/or its Subsidiaries (as
               the case may be) and are not subject to any debenture, mortgage,
               encumbrance or charge or any other third party interest save as
               for such equipment which is leased by,

                                      -10-
<PAGE>

               or used as collateral by CDK or its Subsidiaries;

         4.2.8 all the technologies and products marketed as developed by each
               of CDK and its Subsidiaries are the absolute property of (or for
               which the appropriate rights have been granted) CDK and/or its
               Subsidiaries (as the case may be) and are not subject to any
               third party interest and do not infringe on any intellectual
               property rights or other rights whatsoever of any other persons;

         4.2.9 all debts owed to each of CDK and its Subsidiaries will be good
               and collectable in the ordinary course of business and no amount
               included in the Accounts of CDK owing to each of CDK and/or its
               Subsidiaries (as the case may be) at 30th June 1999 has been
               released for an amount less than the value at which it was
               included in the Accounts of CDK;

         4.2.10(a)  all necessary licences consents permits and authorities have
                    been obtained by each of CDK and its Subsidiaries to enable
                    each of them to carry on its business lawfully and
                    effectively in the places and in the manner in which such
                    business is now carried on;

               (b)  each of CDK and its Subsidiaries has not done or omitted to
                    do anything in contravention or breach of any statute, order
                    or regulation or the like in U.S.A. or elsewhere applicable
                    to it or its business and giving rise to any fine, penalty,
                    default proceedings or other liability on its part;

               (c)  each of CDK and its Subsidiaries has conducted and is
                    conducting its business in accordance with applicable laws
                    and regulations in U.S.A. or elsewhere applicable to it;

         4.2.11 there are no agreements or arrangements entered into by each of
               CDK and its Subsidiaries otherwise than by way of bargain at
               arm's length and all contracts are entered into in the normal
               course of business;

         4.2.12 each of CDK and its Subsidiaries is not engaged either on its
               own account or vicariously in any material litigation or
               arbitration or tribunal proceedings and no such litigation
               arbitration or tribunal proceedings are pending or threatened by
               or against each of CDK and its Subsidiaries;

         4.2.13(a)  save as for the directors and/or employees set out in
                    Schedule 2 with particulars of such contract therein, there
                    are not in existence any contracts of service with directors
                    or employees of each of CDK and its Subsidiaries which
                    cannot be terminated by notice without giving rise to any
                    claim for damages or compensation

                                      -11-
<PAGE>

                    (other than under any relevant employment legislation;

               (b)  each of CDK and its Subsidiaries and their respective
                    employees are not involved in any industrial dispute;

         4.2.14(a)  each of CDK and its Subsidiaries has properly made all
                    returns and provided all other information required for the
                    purposes of taxation and none of such returns is disputed by
                    the Internal Revenue Services, U.S.A. or any other authority
                    concerned;

               (b)  all payments by each of CDK and its Subsidiaries to any
                    person which ought to have been made under deduction or
                    withholding of tax have been so made and each of CDK and its
                    Subsidiaries has (where required by law to do so) accounted
                    to the Internal Revenue Services, U.S.A. for the tax
                    deducted or withheld.

         4.2.15 that it is not aware of any intention and shall not on or before
               1 July 2000 voluntarily (through its shareholders or Directors)
               cease to be listed and which act would lead to a general offer
               being made to all the shareholders for such shares of CDK being
               held by the said shareholders;

         4.2.16 that it shall prior to any of the relevant Payments being made
               by APL to CDK in respect of any of the relevant Allotments
               described in Clause 2.2, it shall send to APL (by way of fax and
               overnight courier) a copy of the relevant written instructions to
               the relevant issue agent or share registrar to transfer the
               Subscription Shares to be allotted to APL along with the relevant
               written confirmation of the issue agent or share registrar in
               respect of such issue instructions relating to the transfer of
               Subscription Shares to APL and not revoke or change its
               instructions to the transfer agent or share registrar without the
               written consent of APL;

         4.2.17 that it shall upon the completion of the Seventh Allotment of
               Subscription Shares to APL, use its best endeavors and take all
               necessary steps to cause the Subscription Shares to be registered
               with the SEC within 90 days from the date of the completion of
               the Seventh Allotment of Subscription Shares.

5.       ANTI-DILUTIVE PROVISIONS
         ------------------------

5.1      Subject to Clause 5.2, CDK hereby agrees and undertakes with APL that
         it will not for a period of one (1) year from the date of this
         Agreement (the "RESTRICTED PERIOD") :-

5.1.1    allot and issue any shares in CDK; or

                                      -12-
<PAGE>

         5.1.2 issue securities or any instrument convertible into shares or
               debentures, or share warrants or options in respect of shares in
               CDK;

         at a price less than the Subscription Share Price to any other persons
         without the prior consent in writing of APL Provided that the
         restrictions herein contained shall not apply to the issue and
         allotment of shares of CDK hereto pursuant to the exercise of any
         rights under the share option plan in force from time to time for the
         benefits of the executives and employees of CDK.

5.2      Notwithstanding the restrictions contained in Clause 5.1, CDK shall be
         entitled to do any of the matters restricted pursuant to Clause 5.1
         without the prior consent in writing of APL during the Restricted
         Period Provided that it shall simultaneously upon the happening of such
         event issue and allot such number of additional shares in itself
         (excluding fraction of a share if any) to APL as shall be necessary to
         ensure that no dilution shall take place in relation to the share
         ownership and in the value of its shares held by that other party
         contemplated by this Agreement by reason of its doing such matters but
         not otherwise.

6.       GENERAL
         -------

6.1      Nothing in this Agreement shall create, or be deemed to create, any
         partnership or the relationship of principal and agent or employer and
         employee between the parties.

6.2      This Agreement sets out the entire agreement and understanding between
         the parties in relation to the transactions hereby contemplated, and
         supersedes all previous agreements, arrangements and understandings
         between them with regard to such transactions and neither party is
         entering into this Agreement or any of the arrangements contemplated
         hereby in reliance upon any representation or warranty not expressly
         set out in this Agreement.

6.3      No provision of this Agreement may be amended, modified, waived,
         discharged or terminated otherwise than by the express written
         agreement of the parties hereto nor may any breach of any provision of
         this Agreement be waived or discharged except with the express written
         consent of the party not in breach.

6.4      No failure or delay by either party in exercising any right, power or
         privilege under this Agreement shall operate as a waiver thereof, nor
         shall any single or partial exercise by either party of any right,
         power or privilege preclude any further exercise thereof or the
         exercise of any other right, power or privilege.

6.5      The rights and remedies of the parties herein provided are cumulative
         and not exclusive of any rights and remedies provided by law.

                                      -13-
<PAGE>

6.6      This Agreement shall be binding and enure to the benefit of each
         party's successors and permitted assigns but, except as expressly
         provided herein, neither party shall assign or transfer all or any of
         its rights or obligations hereunder without the prior written consent
         of the other party.

6.7      Each party shall be responsible for its own costs incurred in
         connection with the negotiation, preparation, execution and carrying
         into effect of this Agreement.

6.8      Time shall be of the essence of this Agreement, both as regards the
         dates and periods specifically mentioned and as to any dates and
         periods which may be substituted by agreement in writing between or on
         behalf of the parties.

6.9      In the event that any provision of this Agreement is held to be
         unenforceable, illegal or invalid by any court of competent
         jurisdiction, the validity, legality or enforceability of the remaining
         provisions shall not be affected nor shall any subsequent application
         of such provisions be affected. In lieu of any such invalid, illegal or
         unenforceable provision, the parties hereto intend that there shall be
         added as part of this Agreement a provision as similar in terms to such
         invalid, illegal or unenforceable provision as may be possible and be
         valid, legal and enforceable.

6.10     This Agreement may be executed in any number of counterparts or
         duplicates each of which shall be an original but such counterparts or
         duplicates shall together constitute one and the same agreement.

6.11     Each of the parties hereto shall do, execute and perform all such
         further deeds, documents, acts and things as the other party may
         reasonably require to put into effect the transactions contemplated by
         this Agreement.

6.12     All provisions of this Agreement shall so far as they are capable of
         being performed and observed continue in full force and effect
         notwithstanding completion except in respect of those matters then
         already performed.

7.       NOTICES
--       -------

7.1      Any notice required to be given under this Agreement shall be
         sufficiently given if delivered personally or forwarded by
         internationally recognized overnight couriers or sent by facsimile
         transmission to the relevant party at its address or fax number set out
         below (or such other address as the addressee has by five days prior
         written notice specified to the other parties) :-

         To CDK                       :   595 Stewart Avenue,  Suite 710,
                                          Garden City, New York,  United States
                                          of America 11530

                                      -14-
<PAGE>

         Fax Number                   :   (516) 222 2665
         Attention                    :   Steven A. HOROWITZ

         To APL                       :   Shop No.3A, Ground Floor
                                          Site 4, Whampoa Garden,
                                          Hung Hom, Kowloon
                                          Hong Kong

         Fax Number                   :   (852) 2335 0889
         Attention                    :   Keith T.K. WONG

7.2      Any notice delivered personally shall be deemed to have been served at
         the time of delivery. Any notice sent by internationally recognized
         overnight couriers shall be deemed to have been served 3 business days
         after the time at which it was delivered to the courier, the tracking
         receipt shall be sufficient to prove such service and notices sent by
         facsimile transmission shall be deemed to have been served one business
         day after transmission.

8.       LAW AND JURISDICTION
         --------------------

8.1      This Agreement shall be governed by and construed in all respects in
         accordance with the laws of the state of New York in the United States
         of America ("New York") and the parties hereby irrevocably submit to
         the non-exclusive jurisdiction of the Courts of New York .

8.2      Each of the following parties hereby irrevocably appoints (subject to
         substitution by way of written notice) the person set opposite its name
         below as its agent to acknowledge and accept service of legal process
         on behalf of such party :-

         PARTIES                                NAMES & ADDRESSES OF AGENTS
         -------                                ---------------------------

         CDKNet.Com, Inc.                       Steven A. HOROWITZ
                                                595 Stewart  Avenue,  Suite 710,
                                                Garden City,  New York,
                                                United States of America 11530

         Asia Pioneer Limited                   Keith T.K. WONG
                                                Shop No.3A, Ground Floor
                                                Site 4, Whampoa Garden,
                                                Hung Hom, Kowloon
                                                Hong Kong

                                                Telephone : (852) 9172 5700
                                                Fax : (852) 2335 0889

                                      -15-
<PAGE>

AS WITNESS the parties hereto have caused this Agreement to be executed the day
and year first above written in its counterpart as an Agreement.























                                      -16-
<PAGE>


                                   SCHEDULE 1
                                   ----------

                                       CDK

NAME                                  :  CDKNET.COM, INC.

PLACE OF INCORPORATION                :  the State of Delaware, U.S.A.

AUTHORIZED COMMON SHARE CAPITAL       :  US$4,000  divided  into  40,000,000
                                         shares of  common  stock of par value
                                         US$0.0001 each

ISSUED COMMON SHARE CAPITAL           :  Approximately 17,000,000 common shares

REGISTERED ADDRESS                    :  595 Stewart Avenue, Suite 710, Garden
                                         City, New York 11530, U.S.A.

DIRECTORS                             :  Steven A. HOROWITZ
                                         Anthony BONOMO
                                         Andrew SCHENKER












                                      -17-
<PAGE>


                                   SCHEDULE 2
                                   ----------

                 LIST OF CONTRACTS RELATING TO CLAUSE 4.2.13( A)

Name                                  Document
----                                  --------
Shai Bar LAVI                         Employment Agreement

Tom ROSS                              Employment Agreement
















                                      -18-
<PAGE>


                                 EXECUTION PAGE



<PAGE>


SIGNED  by                                     )
                                               )
for and on behalf of  CDKNET.COM,  INC. in     )
the presence of :-Chris Hanscom-Bolton         ) /s/ Steven A. Horiwitz
                                               )--------------------------------
/s/ Chris Hanscom-Bolton
------------------------












SIGNED  by                                     )
                                               )
for and on behalf of ASIA PIONEER  LIMITED     ) /s/ illegible
in the presence of :-                          )--------------------------------
                                                         Authorized Signature(s)


                                                 /s/ illegible
                                                --------------------------------
                                                         Authorized Signature(s)

/s/ Keith A. Lee
------------------------------
Keith A. Lee
Solicitor
Aggarwal & Associates
Hong Kong SAR

                                      -19-