PACIFIC BASIN DEVELOPMENT CORP. AGREEMENT AMONG MANAGEMENT This agreement made the 1st day of August, 1996, by and between Pacific Basin Development Corp., a New York corporation located at 142 West Broadway, Council Bluffs, Iowa 51503 (the "Company")...

                         PACIFIC BASIN DEVELOPMENT CORP.

                           AGREEMENT AMONG MANAGEMENT


     This  agreement  made the 1st day of August,  1996, by and between  Pacific
Basin  Development  Corp., a New York corporation  located at 000 Xxxx Xxxxxxxx,
Xxxxxxx Xxxxxx, Xxxx 00000 (the "Company") and Xxxxxxx Xxxxxx,  President of the
Company and Xxxxxxxxx Xxxx, Secretary of the Company and Xxxx Xxxxxx,  Treasurer
of the Company, all of whom together comprise the management of the Company (the
"Management") (the "Agreement"); and

     WHEREAS, Xxxxxxx Xxxxxx is the President of the Company; and

     WHEREAS, Xxxxxxxxx Xxxx is the Secretary of the Company; and

     WHEREAS, Xxxx Xxxxxx is the Treasurer of the Company; and

     WHEREAS, the Company is located at 000 Xxxx Xxxxxxxx,  Xxxxxxx Xxxxxx, Xxxx
00000; and

     WHEREAS, there are no other members of the Company's Management; and

     WHEREAS,  the Company is a "blank check" company,  actively searching for a
merger candidate (a "Target Company") with which to form a business  combination
("Business Combination"); and

     WHEREAS, the Company intends to offer 550,000 Shares of Common Stock, $.001
par value (the  "Shares")  (the  "Offering")  at a  purchase  price of $0.10 per
Share;

     NOW,  therefore,  subject to the terms and  conditions set forth herein and
pursuant to the Offering, Management agrees to the following:

     AGREED,  that the Company  will not pay to any present  officer,  director,
their affiliate or associate any portion of the proceeds from this offering, nor
will the  Company  issue any  securities  as payment of any  expenses,  labor or
services, commission,  solicitation fees or finder's fees consultants fees or as
payment of any kind (except as noted in its SB-2 Registration  Statement for its
initial public  offering (the  "Registration  Statement) in connection  with the
finding of a business  combination  or for the sale of any shares offered in the
Registration Statement.  This includes the proceeds available upon their release
from escrow pursuant to Rule 419; and it is further



     AGREED, that no compensation will be paid or due or owing to any officer or
director until after a business combination is consummated; and it is further

     AGREED,  that present  management of the Company will not make any loans of
the $5,500 available from the deposited proceeds of the initial public offering,
nor will management borrow funds and use either the Company's working capital or
deposited funds as such; and it is further

     AGREED, that management will not actively negotiate or otherwise consent to
the  purchase  of any  portion of their  common  stock as a  condition  to or in
connection  with a proposed  business  combination  unless  such a  purchase  is
requested by a target company as a condition to a merger or acquisition,  and it
is further

     AGREED,  that the  Company  will not pay a  finder's  fee to any  member of
management for locating a merger or acquisition candidate, and that no member of
management  intends to or may seek and  negotiate  for the  payment of  finder's
fees,  and that in the event  there is a  finder's  fee,  it will be paid at the
direction  of the  successor  management  after a change in  management  control
resulting from a business combination.








     IN  WITNESS  WHEREOF,  we have set our  hands  and seals on this 1st day of
August, 1996.

 
/S/  XXXXXXX X. XXXXXX
    --------------------------------------
    Pacific Basin Development Corp.


By:  /S/  XXXXXXX X. XXXXXX  
    --------------------------------------
    Xxxxxxx Xxxxxx
    President


    /S/  XXXXXXX X. XXXXXX
    --------------------------------------
    Xxxxxxx Xxxxxx
    President

    /S/  XXXXXXXXX XXXX
    --------------------------------------
    Xxxxxxxxx Xxxx
    Secretary


    /S/  XXXX XXXXXX
   ---------------------------------------
   Xxxx Xxxxxx
   Treasurer