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                                                                    EXHIBIT 10.4


                              COOPERATION AGREEMENT


Party A: Hong Kong China Market Development Company Limited

Party B: China Investment Journal

                          CHAPTER 1 GENERAL PROVISIONS

1.1   Hong Kong China Market Development Inc., ("Party A") and China Investment
      Journal ("Party B") shall jointly set up a Hong Kong version of China
      Investment Journal ("Journal") in accordance with the certain laws of Hong
      Kong special administrative regions. The partners hereby enter into this
      Cooperative Agreement ("Agreement").

1.2   Party A and Party B shall respect each other's right and interests, shall
      comply with the laws and regulations of Hong Kong Special Administrative
      Regions.

             CHAPTER 2 THE PURPOSE, SCOPE, AND SCALE OF THE BUSINESS

2.1   The Hong Kong version of China Investment Journal and its electronic
      version will be invested and set up by both Party A and Party B, Party A
      and Party B shall jointly operate and manage the Journal.

2.2   The Hong Kong version of China Investment Journal can conduct its
      marketing operations and advertisement in Hong Kong, other areas other
      than Hong Kong including mainland of China. It cannot do any damage to the
      rights and interests of Party B.

                        CHAPTER 3 INVESTMENT AND PROFITS

3.1   For the Journal (including electronic version) and its parent publishing
      company ("Company"), Party A shall be responsible for providing funds for
      seventy percent (70%) of the Company's total equity. Party B shall pay in
      the way as the reputation capital, which accounts for thirty percent (30%)
      of the total equity.

3.2   The total amount of investment committed by Party A to the Hong Kong
      version of China Investment Journal is $2,000,000 U.S. dollars. Party A
      and Party B jointly stipulate that Party A should pay the said money in
      three payment installments, which shall be used for the operations and
      management of both the printed Journal and the web site. In the first
      period, Party A should pay $600,000 U.S. dollars to a special account
      established for China Investment Hong Kong version, within 22 working days
      after this Agreement takes effect. Included in this sum, however, $100,000
      U.S. dollars shall be paid into the special account of the Journal within
      the 10 days after this Agreement takes effect, which is for the
      preparation of the Journal. The second installment in the amount of
      $600,000 will be paid to the special account of China Investment Hong Kong
      version within seventy (70) working days after the official publication of
      the Journal. The third installment in the amount of $800,000 will be paid
      into the special account of China Investment Hong Kong version within one

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      hundred forty (140) working days of the official publication of the
      Journal.

3.3   In case Party A wants to transfer the possession of some or all its shares
      of the Journal on the web site to a third party, which is neither Party A
      nor Party B, this decision must be approved by party B. Vice versa, if
      Party B wants to make such a transaction to a third party. It only shall
      only take effect when two parties make a written agreement on that.

     CHAPTER 4 OBLIGATIONS AND RESPONSIBILITIES OF EACH PARTY TO THE JOURNAL

4.1   Party A shall be responsible for the following matters:

      (1)   Providing investment $2,000,000 U.S. dollars to the Journal in
            cash.

      (2)   Responsible for the registration of the Journal in Hong Kong.

      (3)   The registered Hong Kong version of China Investment Journal
            (including electronic version) and the publishing company to be
            provided on the web site is established and managed by both parties.
            In the duration of the cooperation, Party A shall protect all the
            rights and interests of Party B. It shall abide by other written
            rules and contracts agreed to by the parties.

4.2   Party B shall be responsible for the following matters:

      (1)   Responsibilities for the final censorship to the content of the
            China Investment Hong Kong version (including electronic version).
            The principle of final censorship defines the contents that do no
            harm to the interests of the PRC and make no violation of the
            policies of the Chinese government.

      (2)   Supporting and promoting the marketing operations and advertisement
            operations of the Journal, its electronic version and the web site
            in mainland of China.

      (3)   Provide content to the web site and the Journal using the resources
            to which it has access.


     CHAPTER 5. BOARD OF DIRECTORS FOR THE MANAGEMENT AFFAIRS OF THE JOURNAL

5.1   The Journal shall establish a board of directors for the management
      affairs of the Journal, it shall be set up at the day that this Agreement
      takes effect.

5.2   The board of directors shall have five directors, among whom two directors
      shall be appointed by Party A, two directors shall be appointed by Party B
      and one independent director. The board of directors has a chairperson and
      a vice-chairperson. In the first term, the chairman of the board shall be
      appointed by Party B from its directors and vice-chairperson by Party A
      from its directors. The independent director shall be selected by both
      parties by mutual consent. The term of office for chairperson,
      vice-chairperson, and directors (except the independent director) is five
      years. The term of office of the independent director is two and a half
      (2-1/2) years.

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      Their term of office may be renewed if approved by the board. Either party
      may replace a director it has appointed and the other party will approve
      such replacement.

5.3   The chairperson of the board of directors, also known as the legal
      representative of the Journal and its parent publishing company, shall be
      appointed by Party B. The vice-chairperson of the board of directors shall
      be appointed by Party A.

5.4   The board of directors shall decide the important affairs regarding the
      development of the Journal. Should the chairperson be unable to exercise
      his/her responsibilities for some reason, he/she shall authorize others to
      represent the Journal temporarily.

5.5   The board of directors shall convene at least once every year. The meeting
      shall be called and presided over by the chairperson of the board. The
      director may convene an interim meeting based on a proposal made by more
      than two 2 directors. The quorum of the meeting is four directors. Should
      the director be unable to attend the meeting, he/she may send a written
      authorization to the board of directors appointing someone else to
      represent him and vote in his stead.

5.6   Resolutions in the board of directors meeting shall be signed by the
      directors. Any resolutions shall come into force as soon as they are
      signed by all of the directors attending the meeting.

                  CHAPTER 6 BUSINESS MANAGEMENT AND OPERATIONS

6.1   The management office of the Journal shall have one executive director,
      one deputy executive-director plus a general manager, and one general
      editor. They shall be appointed by the board of directors. The term of
      office for them is three years. After approval, the term of office may be
      renewed.

6.2   The Journal shall have its own rules and regulations for management and
      operation. The chief financial officer in both the Journal and the
      Publishing Company shall be appointed by Party A. The Journal shall be
      audited on an annually basis by the accountant institute in accordance
      with Hong Kong related regulations. The audit result shall be reported to
      all members of the Board of Directors.

6.3   The obligation of the Executive Director is to carry out the decisions of
      the board of directors. He shall organize and conduct the routine
      management of the Journal (including electronic version) and the
      Publishing Company. The Executive Director shall submit monthly financial
      reports to the board, and quarterly comprehensive reports on the Journal's
      activities.

6.4   In case of any graft or serious dereliction of duty by the administrative
      personnel of the Journal (including electronic version) and the Publishing
      Company, the board of directors should have the power to dismiss his/her
      post at any time. They shall be held responsible for the financial loss
      according to relevant laws and legal procedures.

     CHAPTER 7 DURATION, ASSETS AND LIABILITIES FOR BREACH OF THE AGREEMENT

7.1   The term of the Journal is 30 years starting from the date of the official
      publication of the Journal. It shall be accounted from the day the Journal
      is published which can be

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                            Letter of Agreement - 4 -
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      extended in case both Parties so agree, but it is necessary to enter into
      a new cooperation agreement.

7.2   The assets of the Journal shall belong to Party A and Party B. In case the
      cooperation in connection with the Journal expires or terminates before
      the term, it should arrange liquidation according to related laws and
      regulations. The residuary assets after liquidation should be distributed
      in accordance with the proportion of each party's share in the equity.

7.3   In case any party will not fulfill obligation and duties defined herein,
      it will be responsible for the liabilities for breach. In case the
      liabilities are caused by both parties, Party A and Party B shall be
      responsible for itself separately.

                  CHAPTER 8 COOPERATION AGREEMENT AND SO FORTH

8.1   This Agreement shall come into force beginning from the date it is signed
      by two parties.

8.2   The amendment of this Agreement or appendices shall be made only after it
      is approved by both two parties in writing. In this situation, it is
      necessary to sign an additional agreement.

8.3   In the period of validity of this Agreement, this Agreement cannot be
      fulfilled because of any FORCE MAJEURE events, or if the Journal has
      losses for a sustained period of time, then, both parties may terminate
      this Agreement after discussion.

8.4   Issues not covered in this Agreement can be agreed to by the parties in
      writing separately.

8.5   This Agreement is executed in six counterparts. Each Party shall hold
      three copies. This Agreement is signed in both Chinese and English. If
      there is any discrepancy between two versions, Chinese version shall
      prevail.


Party A: for and on behalf of CMD CAPITAL LIMITED
         Hong Kong China Investment Company Limited

Authorized Representative: /s/ PETER CHIN
                          ----------------------------
                          Peter Chin

Date: 22-4-00

Party B: China Investment Journal

Authorized Representative: /s/ WANG XIN
                          ----------------------------
                          Wang Xin

Date:  2000.6.22


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