Assets and Staff Transfer Agreement among the Farming
                          Bureau, HARC, First Supply, Second Supply and Sales
                          Centre dated March 3, 2000




The undersigned officer of China Resources Development, Inc., hereby represents
that the following is a fair and accurate English translation of the original
Chinese version of the Assets and Staff Transfer Agreement among the Farming
Bureau, HARC, First Supply, Second Supply and Sales Centre dated March 3, 2000.




                                            /s/ Wong Wah On
                                            ---------------
                                            Wong Wah On
                                            Secretary and Financial Controller



<PAGE>
                       ASSETS AND STAFF TRANSFER AGREEMENT


         Hainan Zhongwei Agricultural Resources Co. Ltd. ("Party B") was
incorporated on June 28, 1994. First Goods And Materials Supply And Sales
Corporation ("Party C"), Second Goods And Materials Supply And Sales Corporation
("Party D") and Rubber Sales Centre ("Party E") are the wholly owned
subsidiaries of Party B. The General Bureau of Hainan State Farms ("Party A") is
one of the shareholders of Party B.

         WHEREAS, Party C, Party D and Party E desire to transfer their assets,
liabilities and staff to Party A.

         NOW, THEREFORE, in consideration of mutual agreements, all parties
agree as follows.

         The headings used in this Agreement are given for convenience only and
shall not affect the interpretation of this Agreement.

         Unless otherwise specified, the followings shall be referred as:

     "Effective Date" are to the meaning of the provision under Article 8 of
this Agreement.

     "Base Date" are to December 31, 1999.

     "Accounting Standard of PRC" are to the accounting standard, rules and
regulations as adopted in the People's Republic of China.

     "Net Assets Value Transfer" are to the meaning of the provision under
Article 1.4 of this Agreement.

     "Transferors" are to Party B, Party C, Party D and Party E, collectively.

     "Assets" are to all assets, rights, contracts, etc., which are transferred
by the Transferors to Party A. The details of which are listed out in the
Exhibit - Statement of Assets and Liabilities.

     "Liabilities" are to all the liabilities, which are transferred by the
Transferors to Party A. The details of which are listed out in the Exhibit -
Statement of Assets and Liabilities.

     "Statement of Assets and Liabilities" are to the contents as shown in the
Exhibit.

     "This Agreement" are to all provisions of this Agreement and its Exhibits.

     "Party A" are to Party A, including its wholly owned subsidiaries,
branches, divisions, and other legal entities.

                                       1
<PAGE>

     "Records" are to the files, records, information, technical know-how or
other information with business values which relate to the assets transferred.

     "Transferred Staff" are to the redundant staff of the Transferors who are
employed by Party A.

     "Cash and Bank Balances" are to cash and bank balances included in Exhibit
- Statement of Assets and Liabilities.

     "Accounts Receivable" are to accounts receivable included in the Exhibit -
Statement of Assets and Liabilities.

     "Accounts Payable" are to accounts payable included in the Exhibit -
Statement of Assets and Liabilities.

     "Other Receivables" are to other receivables and prepayments included in
the Exhibit - Statement of Assets and Liabilities, including but not limit to
purchase deposits paid.

     "Other Payables" are to other payables and accrued expenses included in the
Exhibit - Statement of Assets and Liabilities, including but not limit to other
payables, accrued staff welfare expenses and taxes payable.

     "Long-term Investments" are to the long-term investments included in the
Exhibit - Statement of Assets and Liabilities.

     "Fixed Assets" are to fixed assets included in the Exhibit - Statement of
Assets and Liabilities.

     "Inventories" are to inventories included in the Exhibit - Statement of
Assets and Liabilities.

     "Contracts" are to all written and verbal contracts transferred to Party A,
including the contracts between the Transferors and the Transferred Staff.

     "Responsibilities and Obligations" are to all contractual and legal
responsibilities and obligations with respect to the assets, liabilities and
staff transferred to Party A.

     "Shareholders' Agreement on Business Restructuring" are to the
shareholders' agreement on business restructuring entered into by Party A, China
Resources Development, Inc. and Billion Luck Company Limited.


1      Transfer of Assets and Liabilities

1.1    According to the provisions of this Agreement, the parties to this
       Agreement shall fulfill their respective obligations. The Transferors
       shall transfer the Assets and Liabilities as shown in Statement of Assets
       and Liabilities to Party A as of the Effective Date. Party A shall
       thereafter assumes the rewards of ownership of the Assets and bears the
       Liabilities, Responsibilities and Obligations associated with the
       transfer of Assets.



                                       2
<PAGE>


1.2    Except for the Liabilities, Responsibilities and Obligations that are
       directly corresponded to the Assets transferred, Party A shall not be
       responsible for any other liabilities, responsibilities and obligations
       that shall be borne by the Transferors.

1.3    The transfer methods for all Assets and Liabilities shall comply with
       the legal procedures.

1.4    The transfer price of the net assets shall be based on the book value
       or fair value of net assets transferred as of the Base Date, whichever
       is the lower. Those fair values shall be determined by an independent
       valuer jointly employed by the parties to this Agreement.

1.5    Party A shall be responsible for the recovery of all Accounts Receivable.
       The Transferors shall provide all necessary assistance and records for
       the collection of Accounts Receivable on the condition that all costs and
       expenses incurred thereon by the Transferors shall be borne by Party A.

1.6    Except for the contents which have already been disclosed to Party A, the
       Transferors shall be responsible for all losses and expenses arising from
       any disputes on the assets right with any third parties if the disputes
       relate to the events that have already existed before the Base Date and
       Party A shall not be responsible for. Any such losses incurred by Party A
       thereon shall be compensated by the Transferors. If the disputes arising
       from the events that occur after the Base Date and the Transferors shall
       not be responsible for, Party A shall bear all expenses and losses
       incurred thereon.

1.7    Except for the contents which have already been disclosed to Party A, the
       Transferors shall bear all expenses and losses arising from claims of any
       mortgages or rights of lien on the transferred assets by any third
       parties if these mortgages or rights of lien have already existed before
       the Base Date and the Party A shall not be responsible for. Any expenses
       and losses incurred by Party A thereon shall also be compensated by the
       Transferors. If the mortgages or rights of lien on the transferred assets
       are created after the Base Date and the Transferors shall not be
       responsible for, Party A shall bear all the expenses and losses incurred
       thereon.

1.8    The Transferors shall not warrant the quality of any tangible assets
       transferred, including but not limit to, Fixed assets, Inventories, etc.
       For those items which are specifically requested by Party A not to be
       bound by this provision before this Agreement becomes effective, they
       shall be handled separately by all parties to this Agreement.

1.9    Any losses or consequences resulting from litigation or government
       actions in relation to the Assets and Liabilities transferred shall be
       borne by Party A if the results of such litigation and government actions
       are not yet finalized before the Base Date. For those items which are
       specifically requested by Party A not to be bound by this provision
       before this Agreement becomes effective, they shall be handled separately
       by all parties to this Agreement.


                                       3
<PAGE>


1.10   Notwithstanding other provisions in this Agreement, the amounts due by
       Party A's subsidiary farms and related companies to the Transferors shall
       be taken over by Party A. Any amounts received from Party A's subsidiary
       farms and related companies in relation to the above loans by the
       Transferors after the Base Date shall belong to Party A. The above loans
       shall be used to set off the amounts due by the Transferors to Party A or
       shall be settled in cash when the loans are taken over by Party A.

1.11   Party A represents and warrants that it clearly understands and has
       assessed the conditions and risks associated with the Assets and
       Liabilities transferred by the Transferors. Party A also warrants that it
       shall bear all the rights, returns, risks and obligations associated with
       the transfer after the Base Date. After the Base Date, Party A shall not
       tender any claims and requests to the Transferors, on the grounds that
       there is any changes in the conditions or risks on the transferred Assets
       or Liabilities, or on any matters in relation to the Obligations and
       Responsibilities associated with the transferred Assets and Liabilities.

2      Payment

2.1    Except for that provided for in Article 1.10 of this Agreement, Party A
       shall pay to the Transferors the Net Assets Fair Value in cash or
       deduct the balances owed by Party B to Party A and its subsidiary farms
       by the Net Assets Fair Value. In the event that the transfer represents
       net liabilities balance, the net liabilities balance shall set off the
       balance due by Party A to the Transferors.

2.2    If the transfer represents net assets balance, Party A shall pay the Net
       Assets Fair Value to a designated account of the Transferors as
       instructed by the Transferors

2.3    The payment shall be made within 120 days from the date of signing of
       this Agreement.

2.4    Except for the Obligations and Responsibilities associated with the
       transfer pursuant to this Agreement, Party A shall not bear any other
       responsibilities and obligations which shall be borne by the Transferors.
       As soon as this Agreement becomes effective, the Transferors shall not
       bear liabilities, responsibilities and obligations transferred to Party A
       in accordance with this Agreement.

2.5    Any other payments which are required to be paid under the provisions of
       this Agreement shall be made within 30 days from the date of receiving
       the notice from the receiving party.

3      Transfer of Staff


                                       4
<PAGE>

3.1    All the staff of the Transferors who are redundant under this Agreement
       shall be re-employed by Party A. But Transferors and Party A shall take
       other appropriate procedures by mutual agreement to deal with those staff
       whom Party A is not willing to employ

3.2    The Transferors shall terminate the employment relationships with the
       Transferred Staff in accordance with the contract terms and in compliance
       with all the legal requirements. The Transferors and Party A shall take
       all reasonable steps in obtaining the acceptance from the Transferred
       Staff. Party A shall employ the Transferred Staff on reasonable terms of
       which the remuneration shall not be less than that of the existing staff
       of Party A with comparable position and qualification.

3.3    In the event that any Transferred Staff are not willing to terminate the
       employment relationship with the Transferors and the Transferors are
       unable to terminate the employment contracts singly as of the Effective
       Date, the Transferors shall continue to employ those staff until the
       contracts can be terminated legally. Except for that provided for in
       Article 3.1, Party A shall warrant to employed the aforementioned staff
       within one year from the Effective Date.

3.4    The insurance contracts of the Transferred Staff shall also be
       transferred to Party A at the same time when the Transferred Staff are
       employed by Party A.

3.5    After the transfer of staff, Party A shall agree to let the Transferred
       Staff to carry on any necessary hand-over work and to provide reasonable
       working schedules for those staff to perform such work.

3.6    Party A shall reimburse the Transferors of any redundancy payments that
       are required to be paid by the Transferors to the Transferred Staff in
       accordance with the legal requirements and employment contract terms.

4      Transfer of Contracts

4.1    Except for the agreements shown in Article 4.5 of this Agreement, the
       Transferors shall transfer the Contracts associated with the transferred
       Assets and Liabilities to Party A.

4.2    The Transferors shall take all the reasonable steps to obtain the
       confirmation from the third parties in respect to the transferred
       Contracts. If the above confirmation are not obtained on or before the
       Effective Date, the Transferors shall agree to cooperate with Party A for
       the purpose of obtaining the above confirmation and to make any necessary
       arrangements for the fulfillment of the Contracts by Party A. If the
       above confirmation and arrangements are unable to obtain, the Transferors
       shall fulfill the Contracts in accordance with the instructions of Party
       A. All rights and responsibilities shall belong to Party A.


                                       5
<PAGE>

4.3    As soon as this Agreement becomes effective, the Transferors' rights and
       obligations on the Contracts shall terminate as of the Base Date, no
       matter whether the legal procedures for the transfer of Contracts from
       the Transferors to Party A have been completed or not. After the Base
       Date, all the rights and obligations arising from the actions taken by
       the Transferors for the fulfillment of the Contracts shall belong to
       Party A.

4.4    The Transferors shall have the obligations to provide the conditions to
       Party A for the fulfillment of the Contracts. However, the Transferors
       shall not oblige to compensate Party A for any losses incurred by Party A
       resulting from the fulfillment of the Contracts. For those Contracts
       which are specifically requested by Party A not to be bound by this
       provision before this Agreement becomes effective, they shall be handled
       separately by the respective parties.

4.5    Long Term Sale and Purchase Agreement, Long Term Sale and Purchase
       Supplementary Agreement No. 1, Long Term Sale and Purchase Supplementary
       Agreement No. 2 and Long Term Sale and Purchase Supplementary Agreement
       No.3 entered into among Party A, Party B, Party C and Party D on November
       5, 1994, March 30, 1995, December 31, 1996 and May 21, 1999,
       respectively, shall terminate from the Effective Date.

5      Records

5.1    The Transferors shall transfer all the relevant information and records
       in relation to the Assets and Liabilities to Party A.

5.2    The Records transferred shall limit to those which are kept by the
       Transferors as of the Effective Date. The Transferors shall not warrant
       or compensate for the incompleteness and incorrectness of the Records
       transferred, but shall give reasonable assistance on their rectification
       if requested by Party A. All the costs incurred by the Transferors
       thereon shall be borne by Party A.

5.3    For the purpose of maintaining the continuation of the Transferors'
       business operations, the Transferors shall be allowed to retain the
       duplicates of certain Record; however, the Transferors shall inform Party
       A the details of the aforementioned duplicates retained if requested by
       Party A.

5.4    The parties shall cooperate to make any necessary changes on the records
       for the fulfillment of the transfer of rights of ownership of Assets and
       Liabilities in accordance with the legal requirements.

6      Taxes and Charges

6.1    For the taxes and government charges in relation to the holding or usage
       of the assets, the Transferors shall borne those amounts which are
       accounted for before


                                       6
<PAGE>

       the Base Date in accordance with the Accounting Standard of PRC; whereas
       Party A shall borne those amounts which are accounted for after the Base
       Date.

6.2    Any taxes and government charges incurred for the fulfillment of this
       Agreement shall be borne by the respective parties in accordance with the
       legal requirements. All other expenses shall be shared between the
       Transferors and Party A on a reasonable basis.

7      Insurance

7.1    The beneficiary of all insurance contracts in relation to the Assets
       transferred purchased by the Transferors shall be changed to Party A. Any
       insurance compensation received by the Transferors before the completion
       of the transfer process shall be re-paid to Party A.

7.2    Party A shall be responsible to inform the insurance companies of the
       changes and to perform the changing procedures. The Transferors shall
       provide any necessary assistance and cooperation.

7.3    For the insurance premium which has already been paid by the Transferors,
       the Transferors shall borne those amounts which are accounted for before
       the Base Date in accordance with the Accounting Standard of PRC; whereas
       Party A shall borne those amounts which are accounted for after the Base
       Date.

8      Effective Date

       This Agreement shall become effective and binding on all parties on
       January 1, 2000.

9      Transferors' Warranties Before the Effective Date

       Unless provided in this Agreement otherwise, the Transferors shall
       warrant to perform the following before this Agreement becomes effective:

       (1)    If this Agreement becomes effective within 6 months from the Base
              Date, the Transferors shall warrant to run the business with
              reasonable benefit to the Assets and Liabilities between the Base
              Date and the Effective Date.

       (2)    If this Agreement becomes effective within 6 months from the Base
              Date, the Transferors shall warrant not to use the Assets for
              pledges which fall outside the normal course of business between
              the Base Date and the Effective Date.

       (3)    As requested by Party A, the Transferors shall allow the
              designated staff of Party A to inspect the Transferors' accounting
              records and operation information for the sake of protecting Party
              A's interests.



                                       7
<PAGE>

10     Conditions

10.1   As of the Effective Date of this Agreement, the Transferors shall present
       the following documents to party A:

       (1)    This Agreement shall be signed by the Annual Meeting of
              Shareholders, Board of Directors or other authorized persons and
              accompanied with the duplicates of all necessary and signed
              documents or resolutions in order to make this Agreement
              effective, in accordance with the Transferors' Articles of
              Associations and the legal requirements.

       (2)    The duplicates of other documents, certificates or approval
              letters as are required in accordance with laws and the
              requirements of the relevant government authorities.

10.2   As of the Effective Date of this Agreement, Party A shall present the
       following documents to the Transferors:

       (1)    This Agreement shall be signed by the Annual Meeting of
              Shareholders, Board of Directors or other authorized persons and
              accompanied with the duplicates of all necessary and signed
              documents or resolutions in order to make this Agreement
              effective, in accordance with Party A's Articles of Associations
              and the legal requirements.

       (2)    The duplicates of other documents, certificates or approval
              letters as are required in accordance with laws and the
              requirements of the relevant government authorities.

11     All Parties' Warranties After the Effective Date

11.1   All parties shall cooperate to notify the third parties in relation to
       the Assets and Liabilities transferred and to make all necessary
       arrangements in obtaining their confirmation of the transfer.

11.2   All parties shall cooperate and be responsible to ensure the staff be
       transferred successfully without causing any losses to the Transferred
       Staff in the course of transfer.

11.3   The Transferors shall sign all necessary documents as requested by Party
       A, agree and take reasonable actions to assist Party A to develop its
       business with the Assets and Liabilities.

11.4   The Transferors shall not sign any agreements, make any written or verbal
       contracts, or take any actions in relation to the Assets and Liabilities
       transferred without the consent of Party A.


                                       8
<PAGE>

11.5   Any actions taken by Party A or any agreements signed by Party A with
       respect to the Assets and Liabilities shall not impair the Transferors'
       interests. In addition, Party A shall notify the Transferors promptly
       when Party A intends to take any actions or sign any agreements which may
       involve the Transferors. Party A shall accept any actions or advice
       reasonably taken or raised by the Transferors.

11.6   After the Effective Date, the Transferors shall continue to conduct any
       kinds of business with the customers with respect to the Assets and
       Liabilities transferred and Party A shall not tender its objection.


12     The Transferors' Representations and Warranties

12.1   The Transferors are legally incorporated and existed persons and have the
       authority to conduct businesses, to owe debts, to sign contracts and to
       have complete civil capability.

12.2   This transfer is executed within the legal scope of businesses of the
       Transferors.

12.3   The Agreement is signed by the legally authorized person of the
       Transferors.

12.4   The Transferors have made reasonable efforts in providing Party A the
       information and messages in relation to the Assets and Liabilities
       transferred to Party A in appropriate means.


13     Party A's Representations and Warranties

13.1   Party A is legally incorporated and existed person and has the authority
       to conduct businesses, to owe debts, to sign contracts and to have
       complete civil capability.

13.2   This transfer is executed within the legal scope of businesses of
       Party A.

13.3   The Agreement is signed by the legally authorized person of Party A.


14     Compensations

14.1   According to this Section, the Transferors shall compensate Party A for
       any losses arising from the following events, including but not limit to,
       direct economic losses, compensation to third parties, and the respective
       legal fees and litigation costs:

       (1)    Any faulty acts of the Transferors after the Effective Date;

       (2)    The Transferors' failure to comply with the provisions, warranties
              and representations of this Agreement.

                                       9

<PAGE>

14.2   According to this Section, Party A shall compensate the Transferors for
       any losses arising from the following events, including but not limit to,
       direct economic losses, compensation to third parties, and the respective
       legal fees and litigation costs:

       (1)    Any faulty acts of Party A after the Effective Date;

       (2)    Party A's failure to comply with the provisions, warranties and
              representation of this Agreement.

14.3   If any aforementioned events in 14.1 and 14.2 occurs which results in
       third parties' litigation action or claims against any party of this
       Agreement, that party shall immediately notify the other party which it
       considers shall be responsible for, so as to allow it to take its part
       and to defense itself.

14.4   The party who receives the compensation shall pay efforts to minimize its
       losses incurred and shall assist the party who pays the compensation in
       exercising the right to claim other third parties of this Agreement to
       recover the compensation.

15     Non-responsible for Disclosure

       If any party to this Agreement disclose to other parties any matters
       which is not in compliance with the provisions of this Agreement before
       the Effective Date, the former shall not be responsible to pay the
       compensation if the latter does not present its written request to the
       former for ratification before the Effective Date.

16     Confidentiality

       In the process of executing this transaction, all parties to this
       Agreement shall not disclose any information to other third parties
       unless the information is disclosed in compliance with the legal
       requirements.

17     Other Provisions

17.1   All rights and obligations of this Agreement are not transferable.

17.2   The notices as required by this Agreement shall be made in the means of
       ordinary mail, facsimile or direct delivery. Respective party's mailing
       address and facsimile number shall be those used for ordinary business
       operation. The notice is deemed receivable after 3 days from the day of
       issue.

17.3   The provisions of this Agreement overrule other contradictory provisions
       of any other contracts or agreements entered among the parties to this
       Agreement.


                                       10
<PAGE>

17.4   The invalidity or non-executable of any provisions of this Agreement
       shall not make the other provisions invalid, unless the respective
       parties are unable to rectify it in similar results so as to make this
       Agreement becomes unfair.

17.5   The Chinese version of this Agreement is the only valid version.

17.6   This Agreement is signed on March 3, 2000.


Party A    :  General Bureau of Hainan State Farms

/s/ Lin Yu Quan
-------------------------------------
By: Lin Yu Quan, Director

Party B    :  Hainan Zhongwei Agricultural
              Resources Company Ltd.

/s/ Li Fei Lie
-------------------------------------
By: Li Fei Lie, President

Party C    :  First Goods And Materials
              Supply And Sales Corporation

/s/ Huang Liang Ping
-------------------------------------
By: Huang Liang Ping, General Manager

Party D    :  Second Goods And Materials
              Supply And Sales Corporation

/s/ Zhou De Cheng
-------------------------------------
By: Zhou De Cheng, General Manager

Party E    :  Rubber Sales Centre

/s/ Lin Han
-------------------------------------
By: Lin Han, General Manager


                                       11
<PAGE>
<TABLE>
<CAPTION>



               EXHIBIT TO THE ASSETS AND STAFF TRANSFER AGREEMENT

                      STATEMENT OF ASSETS AND LIABILITIES



Description                                                              Amount
-----------                                                              ------
                                                        (In Renminbi Thousands)


ASSETS TRANSFERRED
------------------
<S>                                                                     <C>
Cash and bank balances                                                  7,050
Accounts receivable                                                     3,619
Accounts receivable - related companies                                92,260
Other receivables and prepayments                                       1,360
Inventories                                                             6,414
Fixed assets                                                            1,547
Long term investments                                                     928
                                                                      -------
TOTAL ASSETS TRANSFERRED                                              113,178
                                                                      =======


LIABILITIES TRANSFERRED
-----------------------

Accounts payable                                                       14,957
Accounts payable - related companies                                        4
Other payables and accrued expenses                                    27,690
                                                                      -------
TOTAL LIABILITIES TRANSFERRED                                          42,651
                                                                      =======

NET ASSETS TRANSFERRED                                                 70,527
                                                                      =======
</TABLE>