EXHIBIT 10.1

                        CHINA RESOURCES DELEVOPEMNT, INC.
                         RESTATED 1995 STOCK OPTION PLAN

1.       Purpose.
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         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.
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         (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 of governmental agency of competent
                           jurisdiction in effect after exhaustion or lapse of
                           all rights of appeal.

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

         (g)      "Competition" is seemed 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
                  employment 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

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                  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.
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                  A. The Plan shall be administered by 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 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 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

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         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 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 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
thereunder 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
"optioness"). A grant of any type made hereunder in any one year to an eligible
employee shall neither guarantee nor 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.

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6.       Incentive and Nonqualified Options.
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         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 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 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
                  Nonqulified 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
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                  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.

         (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 on 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 Option 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 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.

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7.       Withholding of Taxes.
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         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.
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         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.

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,

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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; or (b) change the classes of employees eligible to be participants.

       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.
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         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.
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         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.