1994 STOCK OPTION PLAN
                          as amended as of January 9, 1997

                                       of

                        U.S.-CHINA INDUSTRIAL EXCHANGE, INC.


1.  PURPOSES OF THE PLAN.  This stock option plan (the "Plan") is designed to
    provide an incentive to key employees (including officers and directors who
    are key employees), Outside Directors (as defined in Paragraph 19) and
    consultants of U.S.-China Industrial Exchange, Inc., a New York corporation
    (the "Company"), and its present and future subsidiary corporations, as
    defined in Paragraph 19 ("Subsidiaries"), and to offer an additional
    inducement in obtaining the services of such individuals.  The Plan provides
    for the grant of "incentive stock options" ("ISOs") within the meaning of
    Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
    and nonqualified stock options ("NQSOs"), but the Company makes no warranty
    as to the qualification of any option as an "incentive stock option" under
    the Code.

2.  STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Paragraph 12, the
    aggregate number of shares of Common Stock, $.0l par value per share, of the
    Company ("Common Stock") for which options may be granted under the Plan
    shall not exceed 228,000.  Such shares of Common Stock may, in the
    discretion of the Board of Directors of the Company (the "Board of
    Directors"), consist either in whole or in part of authorized but unissued
    shares of Common Stock or shares of Common Stock held in the treasury of the
    Company.  The Company shall at all times during the term of the Plan reserve
    and keep available such number of shares of Common Stock as will be
    sufficient to satisfy the requirements of the Plan.  Subject to the
    provisions of Paragraph 13, any shares of Common Stock subject to an option
    which for any reason expires, is canceled or is terminated unexercised or
    which ceases for any reason to be exercisable shall again become available
    for the granting of options under the Plan.

3.  ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the Board of
    Directors which, to the extent it shall determine, may delegate its powers
    with respect to the administration of the Plan to a committee of the Board
    of Directors (the "Committee") consisting of not less than two Directors
    (or such greater number as required by law), each of whom shall be a "non-
    employee director" within the meaning of Rule 16b-3 (or any successor rule
    or regulation) promulgated under the Securities Exchange Act of 1934, as
    amended (the "Exchange Act").  References in the Plan to determinations or
    actions by the Committee shall be deemed to include determinations and
    actions by the Board of Directors.  A majority of the members of the
    Committee shall constitute a quorum, and the acts of a majority of the
    members present at any meeting at which a quorum is present, and any acts
    approved in writing by all members without a meeting, shall be the acts of
    the Committee.

    Subject to the express provisions of the Plan, the Committee shall have the
    authority, in its sole discretion, to determine the key employees, Outside
    Directors and consultants who shall receive options; the times when they
    shall receive options; whether an option granted to an employee shall be an
    ISO or a NQSO; the number of shares of Common Stock to be subject to each
    option; the term of each option; the date each option shall become
    exercisable; whether an option shall be exercisable in whole, in part or in
    installments, and, if in installments, the number of shares of Common Stock
    to be subject to each installment; whether the installments shall be
    cumulative; the date each installment shall become exercisable and the term
    of each installment; whether to accelerate the date of exercise of any
    installment; whether shares of Common Stock may be issued on exercise of an
    option as partly paid, and, if so, the dates when future installments of the
    exercise price shall become due and the amounts of such installments; the
    exercise price of each option; the form of payment of the exercise price;
    the amount, if any, necessary to satisfy the Company's obligation to
    withhold taxes; whether to restrict the sale or other disposition of the
    shares of Common Stock acquired upon the exercise of an option and to waive
    any such restriction; whether to subject the exercise of all or any portion
    of an option to the fulfillment of contingencies as specified in the
    Contract (as described in Paragraph 11), including without limitations,
    contingencies relating to entering into a covenant not to compete with the
    Company and its Parent and Subsidiaries, to financial objectives for the
    Company, a Subsidiary, a division, a product line or other category, and/or
    the period of continued employment of the optionee with the Company or its
    Subsidiaries, and to determine whether such contingencies have been met; to
    construe the respective Contracts and the Plan; with the consent of the
    optionee, to cancel or modify an option, provided such option as modified
    would be permitted to be granted on such date under the terms of the Plan;
    to prescribe, amend and rescind rules and regulations relating to the Plan;
    and to make all other determinations necessary or advisable for
    administering the Plan.  The determinations of the Committee on the matters
    referred to in this Paragraph 3 shall be conclusive.  No member or former
    member of the Committee shall be liable for any action or determination made
    in good faith with respect to the Plan or any option granted hereunder.

4.  ELIGIBILITY; GRANTS.  The Committee may, consistent with the purposes of the
    Plan, grant options from time to time, to key employees (including officers
    and directors who are key employees), Outside Directors and consultants of
    the Company or any of its Subsidiaries.  Options granted shall cover such
    number of shares of Common Stock as the Committee may determine; provided,
    however, that the maximum number of shares subject to options that may be
    granted to any employee in any fiscal year of the Company under the Plan
    (the "162(m) Maximum") may not exceed 100,000; and further, provided, that
    the aggregate market value (determined at the time the option is granted)
    of the shares of Common Stock for which any eligible employee may be granted
    ISOs under the Plan or any other plan of the Company, or of a Parent or a
    Subsidiary of the Company, which are exercisable for the first time by such
    optionee during any calendar year shall not exceed $100,000.  The $100,000
    ISO limitation shall be applied by taking ISOs into account in the order in
    which they were granted.  Any option (or the portion thereof) granted in
    excess of such amount shall be treated as a NQSO.

5.  EXERCISE PRICE.  The exercise price of the shares of Common Stock under each
    option shall be determined by the Committee; provided, however, that the
    exercise price shall not be less than 100% of the fair market value of the
    Common Stock subject to such option on the date of grant; and further
    provided, that if, at the time an ISO is granted, the optionee owns (or is
    deemed to own under Section 424(d) of the Code) stock possessing more than
    10% of the total combined voting power of all classes of stock of the
    Company, of any of its Subsidiaries or of a Parent, the exercise price of
    such ISO shall not be less than 110% of the fair market value of the Common
    Stock subject to such ISO on the date of grant.

    The fair market value of a share of Common Stock on any day shall be (a) if
    the principal market for the Common Stock is a national securities exchange,
    the average between the high and low sales prices per share of the Common
    Stock on such day as reported by such exchange or on a consolidated tape
    reflecting transactions on such exchange, (b) if the principal market for
    the Common Stock is not a national securities exchange and the Common Stock
    is quoted on the National Association of Securities Dealers Automated
    Quotations System ("NASDAQ"), and (i) if actual sales price information is
    available with respect to the Common Stock, the average between the high and
    low sales prices per share of the Common Stock on such day on NASDAQ, or
    (ii) if such information is not available, the average between the highest
    bid and the lowest asked prices for the Common Stock on such day on NASDAQ,
    or (c) if the principal market for the Common Stock is not a national
    securities exchange and the Company Stock is not quoted on NASDAQ, the
    average between the highest bid and lowest asked prices per share for the
    Common Stock on such day as reported on the NASDAQ OTC Bulletin Board
    Service, National Quotation Bureau, Incorporated or a comparable service;
    provided that if clauses (a), (b) and (c) of this Paragraph are all
    inapplicable, or if no trades have been made or no quotes are available for
    such day, the fair market value of a share of Common Stock shall be
    determined by the Committee by any method consistent with applicable
    regulations adopted by the Treasury Department relating to stock options.
    The determination of the Committee shall be conclusive in determining the
    fair market value of the stock.

6.  TERM.  The term of each option granted pursuant to the Plan shall be such
    term as is established by the Committee, in its sole discretion, at or
    before the time such option is granted; provided, however, that the term of
    each ISO granted pursuant to the Plan shall be for a period not exceeding
    10 years from the date of grant thereof, and further, provided, that if, at
    the time an ISO is granted, the optionee owns (or is deemed to own under
    Section 424(d) of the Code) stock possessing more than 10% of the total
    combined voting power of all classes of stock of the Company, of any of its
    Subsidiaries or of a Parent, the term of the ISO shall be for a period not
    exceeding five years from the date of grant.  Options shall be subject to
    earlier termination as hereinafter provided.

7.  EXERCISE.  An option (or any part or installment thereof), to the extent
    then exercisable, shall be exercised by giving written notice to the
    Company at its principal office (at present 7201 Wisconsin Avenue, Bethesda,
    Maryland 20814, Attn: Chairman of the Board), stating which ISO or NQSO is
    being exercised, specifying the number of shares of Common Stock as to which
    such option is being exercised and accompanied by payment in full of the
    aggregate exercise price therefor (or the amount due on exercise if the
    Contract permits installment payments) (a) in cash or by certified check or
    (b) if the Contract at the time of grant so permits, with the authorization
    of the Committee, with previously acquired shares of Common Stock having an
    aggregate fair market value, on the date of exercise, equal to the aggregate
    exercise price of all options being exercised, or with any combination of
    cash, certified check or shares of Common Stock.

    The Committee may, in its discretion, permit payment of the exercise price
    of an option by delivery by the optionee of a properly executed exercise
    notice, together with a copy of his irrevocable instructions to a broker
    acceptable to the Committee to deliver promptly to the Company the amount
    of sale or loan proceeds sufficient to pay such exercise price.  In
    connection therewith, the Company may enter into agreements for coordinated
    procedures with one or more brokerage firms.

    A person entitled to receive Common Stock upon the exercise of an option
    shall not have the rights of a shareholder with respect to such shares of
    Common Stock until the date of issuance of a stock certificate to him for
    such shares; provided, however, that until such stock certificate is issued,
    any option holder using previously acquired shares of Common Stock in
    payment of an option exercise price shall continue to have the rights of a
    shareholder with respect to such previously acquired shares.

8.  TERMINATION OF RELATIONSHIP.  Any employee to whom an option was granted
    under the Plan whose employment with the Company (and its Parent and
    Subsidiaries) has terminated for any reason other than his death or
    Disability (as defined in Paragraph 19) may exercise such option, to the
    extent exercisable on the date of such termination, at any time within
    three months after the date of termination, but not thereafter and in no
    event after the date the option would otherwise have expired; provided,
    however, that if his employment shall be terminated either (a) for cause,
    or (b) without the consent of the Company, said option shall terminate
    immediately.  Options granted under the Plan shall not be affected by any
    change in the status of the holder so long as he continues to be a full-time
    employee of the Company, its Parent or any of the Subsidiaries (regardless
    of having been transferred from one corporation to another).

    For purposes of the Plan, an employment relationship shall be deemed to
    exist between an individual and a corporation if, at the time of the
    determination, the individual was an employee of such corporation for
    purposes of Section 422(a) of the Code.  As a result, an individual on
    military, sick leave or other bona fide leave of absence shall continue to
    be considered an employee for purposes of the Plan during such leave if the
    period of the leave does not exceed 90 days, or, if longer, so long as the
    individual's right to reemployment with the Company (or a related
    corporation) is guaranteed either by statute or by contract.  If the period
    of leave exceeds 90 days and the individual's right to reemployment is not
    guaranteed by statute or by contract, the employment relationship shall be
    deemed to have terminated on the 91st day of such leave.  In addition, for
    purposes of the Plan, an optionee's employment with a Subsidiary or Parent
    of the Company shall be deemed to have termination the date such corporation
    ceases to be a Subsidiary or Parent of the Company.

    The termination of an optionee's relationship as a consultant or Outside
    Director of the Company or of a Subsidiary of the Company shall not affect
    the option except as may otherwise be provided in the Contract.

    Nothing in the Plan or in any option granted under the Plan shall confer on
    any individual any right to continue in the employ or as a consultant or
    director of the Company, its Parent or any of its Subsidiaries, or
    interfere in any way with the right of the Company, its Parent or any of
    its Subsidiaries to terminate such relationship at any time for any reason
    whatsoever without liability to the Company, its Parent or any of its
    Subsidiaries.

9.  DEATH OR DISABILITY OF AN OPTIONEE.  If an optionee dies (a) while he is
    employed by the Company, its Parent or any of its Subsidiaries, (b) within
    three months after the termination of his employment (unless such
    termination was for cause or without the consent of the Company) or (c)
    within one year following the termination of his employment by reason of
    Disability, the option may be exercised, to the extent exercisable on the
    date of his death, by his executor, administrator or other person at the
    time entitled by law to his rights under such option, at any time within
    one year after death, but not thereafter and in no event after the date the
    option would otherwise have expired.

    Any optionee whose employment has terminated by reason of Disability may
    exercise his option, to the extent exercisable upon the effective date of
    such termination, at any time within one year after such date, but not
    thereafter and in no event after the date the option would otherwise have
    expired.

    The death or Disability of a consultant or Outside Director to whom an
    option has been granted under the Plan shall not affect the option, except
    as may otherwise be provided in the Contract.

10. COMPLIANCE WITH SECURITIES LAW.  It is a condition to the exercise of any
    option that either (a) a Registration Statement under the Securities Act of
    1933, as amended (the "Securities Act"), with respect to the shares of
    Common Stock to be issued upon such exercise shall be effective and current
    at the time of exercise, or (b) there is an exemption from registration
    under the Securities Act for the issuance of shares of Common Stock upon
    such exercise.  Nothing herein shall be construed as requiring the Company
    to register shares subject to any option under the Securities Act.

    The Committee may require the optionee to execute and deliver to the Company
    his representations and warranties, in form and substance satisfactory to
    the Committee, that (i) the shares of Common Stock to be issued upon the
    exercise of the option are being acquired by the optionee for his own
    account, for investment only and not with a view to the resale or
    distribution thereof, and (ii) any subsequent resale or distribution of
    shares of Common Stock by such optionee will be made only pursuant to (a) a
    Registration Statement under the Securities Act which is effective and
    current with respect to the shares of Common Stock being sold, or (b) a
    specific exemption from the registration requirements of the Securities Act,
    but in claiming such exemption, the optionee shall prior to any offer of
    sale or sale of such shares of Common Stock provide the Company with a
    favorable written opinion of counsel, in form and substance satisfactory to
    the Company, as to the applicability of such exemption to the proposed sale
    or distribution.

    In addition, if at any time the Committee shall determine in its discretion
    that the listing or qualification of the shares of Common Stock subject to
    such option on any securities exchange or under any applicable law, or the
    consent or approval of any governmental regulatory body, is necessary or
    desirable as a condition of, or in connection with, the granting of an
    option, or the issuance of shares of Common Stock thereunder, such option
    may not be exercised in whole or in part unless such listing, qualification,
    consent or approval shall have been effected or obtained free of any
    conditions not acceptable to the Committee.

11. STOCK OPTION CONTRACTS.  Each option shall be evidenced by an appropriate
    Contract which shall be duly executed by the Company and the optionee, and
    shall contain such terms and conditions not inconsistent herewith as may be
    determined by the Committee.

12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK.  Notwithstanding any other
    provisions of the Plan, in the event of any change in the outstanding
    Common Stock by reason of a stock dividend, recapitalization, merger or
    consolidation in which the Company is the surviving corporation, split-up,
    spin-off, combination or exchange of shares or the like, the aggregate
    number and kind of shares subject to the Plan, the aggregate number and
    kind of shares subject to each outstanding option and the exercise price
    thereof, and the number and kind of shares subject to the 162(m) Maximum
    shall be appropriately adjusted by the Board of Directors, whose
    determination shall be conclusive.

    In the event of (a) the liquidation or dissolution of the Company, (b) a
    merger or consolidation in which the Company is not the surviving
    corporation, or (c) any other capital reorganization (other than a
    recapitalization) in which more than 50% of the shares of Common Stock of
    the Company entitled to vote are exchanged, any outstanding options shall
    terminate, unless other provision is made therefor in the transaction.

13. AMENDMENTS AND TERMINATION OF THE PLAN.  The Plan was adopted by the Board
    of Directors on April 27, 1994 and amended by the Board of Directors on July
    29, 1994 and January 9, 1997.  No option may be granted under the Plan after
    April 26, 2004.  The Board of Directors, without further approval of the
    Company's shareholders, may at any time suspend or terminate the Plan, in
    whole or in part, or amend it from time to time in such respects as it may
    deem advisable, including, without limitation, in order that ISO granted
    hereunder meet the requirements for "incentive stock options" under the
    Code, to comply with the provisions of Rule 16b-3 promulgated under the
    Exchange Act, Section 162(m) of the Code and to conform to any change in
    applicable law or to regulations or rulings of administrative agencies;
    provided, however, that no amendment shall be effective without the
    requisite prior or subsequent shareholder approval which would (a) except
    as contemplated in Paragraph 12, increase the maximum number of shares of
    Common Stock for which options may be granted under the Plan or the 162(m)
    Maximum, (b) materially increase the benefits to participants under the
    Plan or (c) change the eligibility requirements for individuals entitled to
    receive options hereunder.  No termination, suspension or amendment of the
    Plan shall, without the consent of the holder of an existing option affected
    thereby, adversely affect his rights under such option.  The power of the
    Committee to construe and administer any options granted under the Plan
    prior to the termination or suspension of the Plan nevertheless shall
    continue after such termination or during such suspension.

14. NON-TRANSFERABILITY OF OPTIONS.  No option granted under the Plan shall be
    transferable otherwise than by will or the laws of descent and distribution,
    and options may be exercised, during the lifetime of the holder thereof,
    only by him or his legal representatives.  Except to the extent provided
    above, options may not be assigned, transferred, pledged, hypothecated or
    disposed of in any way (whether by operation of law or otherwise) and shall
    not be subject to execution, attachment or similar process.

15. WITHHOLDING TAXES.  The Company may withhold cash and/or, with the
    authorization of the Committee, shares of Common Stock to be issued with
    respect thereto having an aggregate fair market value equal to the amount
    which it determines is necessary to satisfy its obligation to withhold
    Federal, state and local income taxes or other taxes incurred by reason of
    the grant or exercise of an option, its disposition, or the disposition of
    the underlying shares of Common Stock.  Alternatively, the Company may
    require the holder to pay to the Company such amount, in cash, promptly
    upon demand.  The Company shall not be required to issue any shares of
    Common Stock pursuant to any such option until all required payments have
    been made.  Fair market value of the shares of Common Stock shall be
    determined in accordance with Paragraph 5.

16. LEGENDS; PAYMENT OF EXPENSES.  The Company may endorse such legend or
    legends upon the certificates for shares of Common Stock issued upon
    exercise of an option under the Plan and may issue such "stop transfer"
    instructions to its transfer agent in respect of such shares as it
    determines, in its discretion, to be necessary or appropriate to (a)
    prevent a violation of, or to perfect an exemption from, the registration
    requirements of the Securities Act, (b) implement the provisions of the
    Plan or any agreement between the Company and the optionee with respect to
    such shares of Common Stock, or (c) permit the Company to determine the
    occurrence of a "disqualifying disposition," as described in Section 421(b)
    of the Code, of the shares of Common Stock transferred upon the exercise of
    an ISO granted under the Plan.

    The Company shall pay all issuance taxes with respect to the issuance of
    shares of Common Stock upon the exercise of an option granted under the
    Plan, as well as all fees and expenses incurred by the Company in
    connection with such issuance.

17. USE OF PROCEEDS.  The cash proceeds from the sale of shares of Common Stock
    pursuant to the exercise of options under the   Plan shall be added to the
    general funds of the Company and used for its general corporate purposes as
    the Board of Directors may determine.

18. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN CONSTITUENT
    CORPORATIONS.  Anything in this Plan to the contrary notwithstanding, the
    Board of Directors may, without further approval by the shareholders,
    substitute new options for prior options of a Constituent Corporation (as
    defined in Paragraph 19) or assume the prior options of such Constituent
    Corporation.

19. DEFINITIONS.

(1) Subsidiary.  The term "Subsidiary" shall have the same definition as
"subsidiary corporation" in Section 424(f) of the Code.

(2) Parent.  The term "Parent" shall have the same definition as "parent
corporation" in Section 424(e) of the Code.

(3) Constituent Corporation.  The term "Constituent Corporation" shall mean
any corporation which engages with the Company, its Parent or any Subsidiary
in a transaction to which Section 424(a) of the Code applies (or would apply
if the option assumed or substituted were an ISO), or any Parent or any
Subsidiary of such corporation.

(4) Disability.  The term "Disability" shall mean a permanent and total
disability within the meaning of Section 22(e)(3) of the Code.

(5) Outside Director.  The term "Outside Director" shall mean an individual who,
on the date of grant of a NQSO hereunder, is a director of the Company but is
not a common law employee of the Company or of any of its Subsidiaries or its
Parent.

20. GOVERNING LAW.  The Plan, such options as may be granted hereunder and all
related matters shall be governed by, and construed in accordance with, the
laws of the State of New York.

21. PARTIAL INVALIDITY.  The invalidity or illegality of any provision herein
shall not affect the validity of any other provision.