<PAGE>




                                  EXHIBIT 10.2




                             JOINT VENTURE CONTRACT


                                     BETWEEN


                                CMD CAPITAL, LTD.


                                       AND


                            CHINA INVESTMENT JOURNAL













                              DATE: APRIL 22, 2000


<PAGE>



                             JOINT VENTURE CONTRACT


                                      INDEX


<TABLE>
<S>                                                                                     <C>
General Provisions .............................................................Chapter 1

The Parties of the Joint Venture Company .......................................Chapter 2

Establishment of the Company ...................................................Chapter 3

The Purpose, Scope and Scale of the Business ...................................Chapter 4

Share, Registered Capital and the Total Amount of Investment ...................Chapter 5

Obligations and Responsibilities of Each Party to the Joint Venture Company ....Chapter 6

The Board of Directors .........................................................Chapter 7

Business Management Office .....................................................Chapter 8

Labor Management ...............................................................Chapter 9

Taxes, Finance and Audit .......................................................Chapter 10

Distribution of Profits ........................................................Chapter 11

Protection for Secrecy, Special Technique and Intangible Property...............Chapter 12

Duration of Cooperation ........................................................Chapter 13

Termination and Liquidation of the Company .....................................Chapter 14

Insurance ......................................................................Chapter 15

The Amendment, Alteration and Discharge of the Contract ........................Chapter 16

Liabilities for Breach of the Contract .........................................Chapter 17

Effectiveness of the Contract and Miscellaneous ................................Chapter 18
</TABLE>


<PAGE>





                             JOINT VENTURE CONTRACT

                          CHAPTER 1 GENERAL PROVISIONS

In accordance with the "Law of the People's Republic of China on Chinese-Foreign
Equity on Joint Ventures" ("JV Law") and other relevant Chinese laws, decrees
and regulations, CMD Capital, Ltd. ("Party A"), China Investment Journal ("Party
B"), adhering to the principle of equality and mutual benefit and through
friendly consultations, agree to enter into this contract to jointly invest and
set up a Company.


                        CHAPTER 2 PARTIES OF THE COMPANY

2.1   Party A is an enterprise registered in Hong Kong with legal status for
the performance of its legal obligations in accordance with the provisions of
the laws of Hong Kong.  Its location is Room 2406, Hong Kong Plaza, 188
Connaught Road West, Hong Kong Special Administrative Region.  Its legal
representative is Mr. Peter Chin, Office: Chairperson.  Nationality: the
United States of America.

Party B is a journal published and registered in Beijing.  It is a legal
person under the Civil Code capable of entering legal obligations.  Its
location is No. 38, Bai Wan Zhuang Zi Qu, 100037 Beijing, the People's
Republic of China ("China").  Legal Representative: Wang Xin, Nationality:
China.

                     CHAPTER 3 ESTABLISHMENT OF THE COMPANY

3.1 In accordance with the Law of the People's Republic of China on Sino-foreign
Joint Equity Enterprises and other relevant Chinese laws, decrees and
regulations, the parties of the Company agree to set up a joint venture limited
liability company (the "Joint Venture Company") in Beijing.

3.2 The official name of the Joint Venture Company shall be otherwise consulted
and determined by Party A and Party B. The name will be Limited Liability. Its
English name is _______________.

3.3 The legal address of the Joint Venture Company shall be Room 803, Sunjoy
Mansion, No. 6 Ritan Road, Chaoyang District, Beijing 100020 P.R.
China.

3.4 All activities of the Joint Venture Company shall be governed and
protected by the laws, decrees, and pertinent rules and regulations of China.

3.5 The organization form of the Joint Venture Company is a limited liability
company. The profits of the Company shall be shared by the parties in proportion
to their respective share in the Company's equity.



                                       3
<PAGE>

           CHAPTER 4 THE PURPOSE, SCOPE, AND SCALE OF THE BUSINESS

4.1 The purpose of the Joint Venture Company is to establish an investment
information portal in China ("Website"), to adequately utilize the advantages of
each Party to provide comprehensive information and coverage concerning
investment in China to various business enterprises and research institutes and
other entities on the mainland of China and overseas. Through the combination of
the Internet and the printed text journal, the Parties expect the Company to
produce economic gains and ensure satisfactory economic benefits for each party.

4.2 Business scope of the Joint Venture Company: investment information
provision, consulting service related to investment, technology development,
advertisement service, investment promotion activities, and other operations
such as providing business solutions for e-commerce, both B-to-B and B-to-C. The
scope of the `Business of the Joint Venture Company shall be subject to the
approval of the Administration for Industry and Commerce.

4.3 Party B has the rights to supervise and censor the content of the Website.
Party B also has the rights to delete the contents which harm the national
interests of China or violate the laws, regulations and policies of the Chinese
government from the Website.

    CHAPTER 5 SHARE, REGISTERED CAPITAL AND THE TOTAL AMOUNT OF INVESTMENT

5.1 Party A shall pay in fund for 70% of the total equity of the Joint
Venture Company. Party B shall pay in the form of good will for
30% of the total equity of the Joint Venture Company. The profits they shall
receive will be distributed by the proportion of their respective equity.

5.2 The registered capital of the Company is $1,509,000, of which Party A shall
pay the entire sum over a period of 12 months according to the relevant rules
governing the establishment of companies in China.

5.3 The total amount of investment of Party A to the Joint Venture Company is
approximately $3,000,000 U.S. dollars (including the registered capital).
party A shall pay US$100,000 to the account nominated by Party B within ten
(10) working days of execution of this Contract, such fund will be
exclusively used for the Joint Venture Company's preparatory arrangement such
as registration. Party A and Party B jointly stipulate that Party A should
pay the total investment (including registered capital) for the establishment
and maintenance of the Website and the operation of the Joint Venture Company
in three payment periods. In the first installment, Party A should pay
$700,000 US dollars, within twenty-two (22) business days after the Joint
Venture Company receives temporary business license. Such shall include
US$100,000 for the Joint Venture Company's preparatory arrangement such as
registration. For the second payment installment, $1,400,000 U.S. dollars
shall be paid to the special account of the Joint Venture Company jointly
established by both parties within the 140 days after the Joint Venture
Company has launched the Website. In the third installment, Party A should
pay $900,000 US dollars to the special account of the Joint Venture Company
jointly established by both parties within two hundred and eighty (280)
working days of receipt of the business license.

                                       4
<PAGE>

5.4 In case Party A wants to transfer the possession of some or all its
shares of the Company 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 with a third party. If both Party A and Party B
consent to the above decision, it should be reported to the specific
governmental authority in charge of the examination and approval process.

     CHAPTER 6 OBLIGATIONS AND RESPONSIBILITIES OF EACH PARTY TO THE COMPANY

6.1      Party A shall be responsible for the following matters:

         1.       Providing a total investment of $3,000,000 U.S. dollars to the
                  Joint Venture Company.

         2.       Helping the Joint Venture Company supervise its financial
                  affairs.

         3.       Providing technical support and consulting services.

         4.       Providing financial (public listing) consulting service.

6.2      Party B shall be responsible for the following matters:

1.       Handling applications for approval, registration, business license and
         other matters concerning the establishment of the Joint Venture Company
         with relevant departments of the Chinese government.

2.       Responsible for the application to the relevant departments of the
         Chinese government and obtaining approval for the China Investment
         Information Website.

3.       In the duration of the cooperation, Party B shall not cooperate with
         any other third party to set up web sites of similar nature.

         4.       Party A and Party B jointly set up this registered Website
                  during the cooperation. Other related affairs should be acted
                  in accordance with other rules and regulations made by the two
                  parties.

         5.       Without violation of the confidentiality law and subject to
                  the granting of priority and privileges to the Joint Venture
                  Company, Party B shall provide the available information
                  materials to the Joint Venture Company with compensation.

                        CHAPTER 7 THE BOARD OF DIRECTORS

7.1 The date of registration of the Joint Venture Company shall be the date of
the establishment of the board of directors of the Joint Venture Company.



                                       5
<PAGE>

7.2 The board of directors shall consist of 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 A from its directors, and vice-chairperson by Party B 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. Their term of office
may be renewed if approved by the board. Either party may remove a director it
has appointed and the other party will not raise any objection to such removal.

7.3 The highest authority of the Joint Venture Company shall be its board of
directors. It shall decide all major issues. As for the following issues,
unanimous approval shall be required, such as:

         1.       Amendment to the articles of association of the Joint Venture
                  Company;

         2.       Termination and dissolution of the Joint Venture Company;

         3.       Increase or assignment of the registered capital of the Joint
                  Venture Company;

         4.       Merger, reorganization and consolidation of the Joint Venture
                  Company with other economic organization;

         5.       Establishment of branches or subsidiaries;

         6.       Party A or Party B listing their respective equity ownership
                  of the capital market and other issues, such as the issuance
                  of new shares of the Joint Venture Company, reorganizing its
                  assets, and changing the stock ownership.

         7.       The employ and discharge of the senior management staff of the
                  Joint Venture Company such as the managing director, the
                  general manager and chief financial officer.

Other important operating affairs of the Joint Venture Company should be decided
by the four-fifth (4/5) majority of the board of directors.

7.4 The chairperson is the legal representative of the Joint Venture Company.
Should the chairperson be unable to exercise his or her responsibilities, he
shall authorize others to represent the Company temporarily. As the legal
representative of the Joint Venture Company, the chairperson signs the documents
according to the resolution passed by the board of directors.

7.5 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
chairperson may convene



                                       6
<PAGE>

an interim meeting based on a proposal made by more directors. The quorum of the
meeting is four (4) or more directors. Should the directors be unable to attend
the board meeting, he/she may send a written authorization to the board
appointing someone else to represent him/her and vote in his/her stead. Minutes
of the meeting shall be placed on file. In case the attendees are fewer than the
quorum, the meeting should be postponed for fifteen days or until such time when
the quorum is met.

7.6 Board resolutions passed by the means of written consent.

                      CHAPTER 8 BUSINESS MANAGEMENT OFFICE

8.1 The Joint Venture Company shall establish a management office which shall be
responsible for its daily management.

    The management office shall have one (1) strategic managing director
nominated by Party A, one (1) general manager nominated by Party B. The office
also shall have a chief financial officer appointed by Party A.

    The above senior administrative personnel shall be employed by the board of
directors. The term of office for the said personnel is three (3) years. In
accordance with the approval of the board of directors, the office of the
managing director and the financial supervisor may be renewed.

8.2 The obligation of the strategic managing director is to carry out the
decisions of the board of directors, and to plan the development of the Joint
Venture Company and the development of the Website. He shall also direct and
supervise the work of the general manager.

8.3 The obligation of the general manager is to carry out the decisions of the
board of directors. He shall organize and conduct the routine management of the
Joint Venture Company under the direction of the managing director. The general
manager shall submit monthly financial reports to the board, and quarterly
comprehensive reports on the Company's activities.

8.4 In case of graft or serious dereliction of duty the administrative
personnel, 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 to the
Company according to relevant laws and legal procedures.

                           CHAPTER 9 LABOR MANAGEMENT

9.1 Labor contract covering the recruitment, dismissal and resignation,
salaries, labor insurance, welfare, rewards, penalty and other matters
concerning the staff and workers of the Joint Venture Company shall be in
accordance with the labor legislation of China such as Regulations on Labor
Management in Enterprises Involving Overseas Investment



                                       7
<PAGE>

and its detailed rules for implementation, and Provisional Regulations of the
Levy and Payment for the Social Insurance.

9.2 The employment for the senior administrative personnel recommended by Party
A or Party B, and their salary, social insurance, standard reimbursement policy
for business travel and others will be decided by the board of directors.


                       CHAPTER 10 TAXES, FINANCE AND AUDIT

10.1 The Joint Venture Company shall pay several kinds of taxes in accordance
with the stipulations of Chinese laws and other relevant regulations. All
matters concerning foreign exchange for the Joint Venture Company shall be
handled according to the Interim Regulations on Foreign Exchange Control of
China and relevant regulations.

10.2 Staff members and workers of the Joint Venture Company shall pay individual
income tax according to the "Individual Income Tax Law of the People's Republic
of China."

10.3 Allocations for reserve funds, expansion funds of the Joint Venture Company
and welfare funds and bonuses for staff and workers shall be set aside in
accordance with the stipulations in the "Law of the People's Republic of China
for the Chinese-Foreign Equity Joint Venture." The annual proportion of
allocations shall be decided by the board of directors according to the business
situations of the Joint Venture Company.

10.4 The finance and accounting of the Joint Venture Company shall be handled
according to the "Accounting Regulations of the People's Republic of China for
Enterprise Set with Foreign Investment." The fiscal year of the Joint Venture
Company shall begin from January 1 and end on December 31 of Gregorian calendar.
All vouchers, receipts, accounting statements and reports, account books shall
be written in Chinese and in English.

10.5 The Joint Venture Company shall employ an auditor registered in China, who
has a prestigious reputation and credentials in the auditor profession to
annually audit the Joint Venture Company's operations and financial status. The
said auditing results shall be reported to the board of directors. If either
Party A or Party B asks to employ its own auditor to audit the books of the
Joint Venture Company, the other party shall not disagree for any reasons, but
all the necessary fees should be shouldered by the party who hires its own
auditor.

10.6 During the first month of every fiscal year, the general manager should
organize employees to prepare the balance sheet, the income statement and the
distribution plan for the previous year. These statements shall be submitted to
the board of directors.

                            CHAPTER 11 PROFIT SHARING



                                       8
<PAGE>

11.1 After paying the taxes in accordance with law and drawing the various
funds, the net will be distributed by Party A and Party B according to the
proportion of each party's share in the registered capital.

11.2 The Joint Venture Company shall distribute its profits once a year. The
said distribution shall be handled according to the related laws and
regulations.

  CHAPTER 12 SECRECY AND THE PROTECTION FOR SPECIAL TECHNIQUE AND INTANGIBLE
                                   PROPERTIES

12.1 Both Party A and Party B should keep the secret confidential information
related to the Joint Venture Company or to the operation of the Joint Venture
Company within three (3) years after the termination of the Joint Venture
Company.

12.2 All the specific technologies developed by the Joint Venture Company and
other intellectual properties such as copyright or trademarks, domain name of
the Website and so forth are the assets of the Joint Venture Company. Without
the permission from the board of directors, it cannot be sold or transferred.

                     CHAPTER 13 DURATION OF THE COOPERATION

13.1 The duration of the Joint Venture Company is thirty (30) years. The
establishment of the Joint Venture Company shall start from the date on which
the business license of the Joint Venture Company is issued.

    An application for the extension of the duration, raised by one party, and
unanimously approved by the board of directors, shall be submitted to the
relevant administrative department of the Chinese government (or other relevant
examination-and-approval authority authorized by the Ministry of Foreign Trade
and Economic Cooperation) 180 days prior to the expiry date of the Company's
term.

            CHAPTER 14 TERMINATION AND LIQUIDATION OF THE COMPANY

14.1 In case the Joint Venture Company's term shall expire or the Joint Venture
Company terminates its operations, it should arrange liquidation according to
related laws and regulations. The residual assets after liquidation should be
distributed in accordance with the proportion of each party's share in the
registered capital.

                              CHAPTER 15 INSURANCE

15.1 Insurance policies of the Joint Venture Company on various kinds of risks
shall be underwritten in China. Types, the value and duration of insurance
policy shall be decided by the board of directors in accordance with the
stipulations of Chinese laws and regulations.



                                       9
<PAGE>

      CHAPTER 16 THE AMENDMENT, ALTERATION AND DISCHARGE OF THE CONTRACT

16.1 The amendment of the contract or other appendices shall come into force
only after the written agreement signed by the parties and approved by original
examining and approving authority.

16.2 During the validity of the contract, because of FORCE MAJEURE, which
prevents the contract from being performed, or because of the consecutive
deficit incurred by the Joint Venture Company, termination of the Company as
well as rescinding this Contract before its term shall be executed after it is
passed unanimously by the board of directors and approved by the
examination-and-approval authority.

              CHAPTER 17 LIABILITIES FOR BREACH OF THE CONTRACT

17.1 In case either Party A or Party B cannot fulfill obligation and duties
defined in the Contract or materially breaches the Contract or the by-laws of
the Joint Venture Company in the operation of the Joint Venture Company or
causes any material financial loss to the Joint Venture Company, that party will
be taken as the violating party. The other party, however, who abides by the
contract faithfully, has the right to claim for compensation. The non-violating
party or parties also will have the right to report the modification or
termination of the Contract to the relevant authorities. In this case, if both
Party A and Party B will agree to operate the business further, the party which
breaches the Contract shall compensate the financial loss to the Joint Venture
Company.

17.2 Should all or part of the Contract and its appendices be unable to be
fulfilled owing to the fault of either Party A or Party B, the breaching party
shall bear the responsibilities for losses thus caused. Should it be the fault
of both Party A and Party B, they shall bear their respective responsibilities
according to actual situations.

          CHAPTER 18 EFFECTIVENESS OF THE CONTRACT AND MISCELLANEOUS

18.1 The contract shall come into force from the date of approval by the
relevant department of the Chinese government upon the formal execution by both
Party A and Party B.

18.2 This Contract shall be governed by the laws of China. Any dispute which
cannot be resolved between Party A and Party B shall be submitted to China
International Trade Arbitration Commission for arbitration in accordance with
its arbitration rules. Each party shall cooperate with the other in making
full disclosure of and providing complete access to all information and
documents requested by the other party in connection with such proceedings,
subject only to any confidentiality obligations binding on it. The
arbitration shall be the exclusive way for resolving the dispute between the
parties. The award of the arbitration panel shall be final and binding on the
parties. Each party may apply to a court of competent jurisdiction for
enforcement of such award.

                                       10
<PAGE>

18.3 The parties shall reach agreement on issues not covered hereunder in
writing to supplement this Contract. In case of need, Party A and Party B shall
be able to amend this Contract in writing.

18.4 The Contract shall be executed in five (5) counterparts in both Chinese and
English. If there is any discrepancy between two versions, Chinese version shall
prevail. Each Party shall hold two (2) copies. Other copies shall be filed with
the relevant examination and approval authorities.

18.5 The legal representatives from Party A and Party B hereby sign this
Contract in Beijing on April 22, 2000.


Party A:  for and on behalf of CMD CAPITAL LIMITED

By:  /s/ Peter Chin
    ------------------------------------
    Peter Chin
    Position: Chairperson

Party B: China Investment Journal

By:  /s/ Wang Xin
    ------------------------------------
    Wang Xin
    Position: Chief Director




                                       11