<PAGE>


                                  EXHIBIT 10.2

                             SHAREHOLDER'S AGREEMENT



________________________________________________________________________________



                                 by and between


                  Beijing Century Hi-Tech Investment Co., Ltd.


                                       and


                          Guolian Securities Co., Ltd.





                                   March 2002

<PAGE>


                                Table of Contents
                                -----------------

<TABLE>
<CAPTION>
Chapter                                                          Page
<S>                                                              <C>
CHAPTER 1:  DEFINITIONS AND INTERPRETATIONS ...................     4

CHAPTER 2:  PARTIES TO THE AGREEMENT ..........................     7

CHAPTER 3:  REPRESENTATIONS AND WARRANTIES ....................     7

CHAPTER 4:  ESTABLISHMENT OF THE JOINT VENTURE COMPANY ........     8

CHAPTER 5:  JVC'S BUSINESS SCOPE ..............................     8

CHAPTER 6:  THE JOINT VENTURE TERM ............................     9

CHAPTER 7:  REGISTERED CAPITAL ................................     9

CHAPTER 8:  SERVICES ..........................................    10

CHAPTER 9:  BUSINESS OPERATIONS ...............................    10

CHAPTER 10: SHAREHOLDERS' MEETING .............................    10

CHAPTER 11: BOARD OF DIRECTORS ................................    12

CHAPTER 12: ORGANISATION AND MANAGEMENT .......................    16

CHAPTER 13: LABOUR MANAGEMENT .................................    17

CHAPTER 14: STOCK INCENTIVE PLAN ..............................    18

CHAPTER 15: ACCOUNTING AND FINANCE ............................    18

CHAPTER 16: TAXATION ..........................................    19

CHAPTER 17: CONFIDENTIALITY ...................................    19

CHAPTER 18: TERMINATION AND MATERIAL BREACH ...................    20

CHAPTER 19: LIQUIDATION .......................................    22

CHAPTER 20: FORCE MAJEURE .....................................    23

CHAPTER 21: GOVERNING LAW AND DISPUTE RESOLUTION ..............    23
</TABLE>

                                       -2-

<PAGE>

<TABLE>
<S>                                                                        <C>
CHAPTER 22:  MISCELLANEOUS ...............................................  24
</TABLE>

Appendices

Remuneration of Senior Management Personnel

JVC's Articles of Association

JVC's Services Agreement with Sohu ITC Information Technology Co., Ltd.

JVC's Services Agreement with Guolian Securities Co., Ltd.

                                       -3-

<PAGE>

THIS SHAREHOLDER'S AGREEMENT (this "Agreement") is made on this 16/th/ day of
March 2002 in the People's Republic of China ("China" or the "PRC")

by and between

BEIJING CENTURY HI-TECH INVESTMENT CO., LTD., with its legal address at Suite
21, 15th Floor, Tower 2, Bright China Chang'an Building, 7 Jianguomennei Avenue,
Dongcheng District, Beijing 100005, People's Republic of China, ("Party A")

and
GUOLIAN SECURITIES CO., LTD., with its legal address at No.153, Zhongshan Road,
Wuxi 214001, Jiangsu Province, PRC.
("Party B")

(individually a "Party" and collectively the "Parties").


RECITALS
--------

A.   Party A is an affiliated company to Sohu.com, Inc., a leading Internet
     portal company, and a developer of advanced Internet-related technology.

B.   Party B is a leading provider of comprehensive financial services,
     including online securities brokerage services.

C.   The Parties wish to establish a joint venture company ("JVC") in compliance
     with PRC Law (as defined below) and the provisions of this Agreement to
     provide online securities brokerage and financial services for Clients (as
     defined below) by opening online trading accounts with the Service Stations
     (as defined below) through a telephone and web-based platform.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:


CHAPTER  1:  DEFINITIONS AND INTERPRETATIONS
--------------------------------------------

1.1  Definitions. Unless the terms or context of this Agreement provide
     otherwise, the following items shall have the meanings set out below:

     Accounts                 *

     Affiliate                an entity in which either Party directly or
                              indirectly holds at least 10% of the voting
                              rights;

     Articles of Association  the articles of association of the
                              JVC signed by the Parties on the same date as this
                              Agreement;

     Shanghai AIC             the Shanghai Administration for Industry and
                              Commerce;


     Board                    the JVC's Board of Directors;

     Branches                 securities business branches and securities
                              service branches;

     Brokerage                Seats remote trading seats, which are
                              communication ports provided by securities
                              exchanges to securities companies for the purpose
                              of facilitating connections among host computers;

     Chairman                 the Director who is the chairman of the JVC's
                              Board;

     Clients                  persons that open online trading accounts through
                              the JVC;

                                       -4-

<PAGE>

     Client Database          the database used to record JVC Clients and
                              Accounts;

     Company Secretary        an employee of the JVC whose responsibilities
                              include preparing the Board minutes;

     Confidential             all information and matters relating to this
     Information              Agreement, the JVC, the Parties or to the business
                              of the Parties or the JVC, including without
                              limitation all IPRs (as defined below),
                              information regarding costs, technology, finances,
                              future commercial plans and other information
                              which is deemed to be confidential by the Parties
                              or the Board (as appropriate);

     CSRC                     the China Securities Regulatory Commission;

     Director                 an individual appointed by the Parties in
                              accordance with the provisions of this Agreement
                              to serve as a member of the Board;

     Effective Date           the effective date of this Agreement, which shall
                              be the date first indicated above;

     Employment Contract      the contract entered into between the JVC and each
                              of the Senior Management Personnel, Management
                              Personnel and Working Personnel in relation to
                              their employment, wages and benefits;

     Force Majeure            any earthquake, storm, fire, flood, war or other
                              significant event of natural or human-caused
                              disaster arising after signing this Agreement
                              (including, without limitation, any significant
                              changes to any PRC government policy or PRC Law)
                              which is unforeseen (or, if foreseen, not
                              reasonably avoidable), is beyond the control of
                              either Party and prevents the total or partial
                              performance of this Agreement by either Party or
                              materially affects the business of the JVC;

     Guolian Branches         Branches established by Party B, including
                              securities business branches and securities
                              service branches;

     IPRs                     any intellectual property rights held exclusively
                              by either Party, existing or developed in the
                              future, including:

                              (a)  copyright;

                              (b)  trade marks (including product trade mark and
                                   service trade mark), trade name and other
                                   rights relevant to commercial logos,
                                   regardless of whether the medium of
                                   expression is words, graphics, or a
                                   combination thereof;

                              (c)  rights relating to patented  inventions
                                   (regardless of whether they are completely
                                   registered or under application) and
                                   non-patented technologies;

                              (d)  the ownership of any software (including
                                   source codes), database and industrial
                                   technology;

                              (e)  commercial secrets;

                              (f)  know-how; and

                              (g)  all rights that are produced as a result of
                                   intellectual creative activities in the
                                   industrial and scientific fields;

     Joint Venture Term       as defined in Article 6.1 and any extension
                              thereof under Article 6.2;

                                       -5-

<PAGE>

     Liquidation       the committee appointed by the Board which has the power
     Committee         to represent the JVC in all legal matters relating to the
                       liquidation of the JVC;

     Management        the management personnel of the JVC as appointed by the
     Personnel         general manager according to the rules set forth by the
                       Board and stipulated in the Articles of Association;

     Net Revenue       Revenue generated by the JVC from the Clients through all
                       kinds of trading and value-added services, less any
                       applicable taxes;

     Online Trading    any non-spot remote trading conducted by technical means,
                       including but not limited to Internet;

     Policies and      the manual outlining the guidelines and procedures
     Procedures Manual relating to the administration and labour management of
                       the JVC, which shall be prepared by the general manager
                       in accordance with PRC Law and approved by the Board;

     PRC GAAP          PRC Generally Accepted Accounting Principles;

     PRC Law           any published and applicable laws, regulations, rules and
                       policies of the PRC;

     Profits           any profits of the JVC, less expenses incurred in the
                       normal course of business, including taxes, contributions
                       to the employee bonus and welfare funds and corporate
                       reserve and development funds;

     RMB               Renminbi, the official currency of the PRC;

     Senior            the JVC's general manager (equivalent of Chief Executive
     Management        Officer), finance manager (equivalent of Chief Financial
     Personnel         Officer), deputy general managers (equivalent of Chief
                       Operating Officer and Chief Technology Officer), who
                       shall be appointed by the Board;

     Service Station   offices established for the purpose of providing remote
                       trading services, to be used in marketing and promotion,
                       technical training and consultation, demonstration of
                       business processes, handling of urgent technical matters,
                       account opening, designated trading, services relating to
                       cancellation of designated trading, printing brokerage
                       receipts and trading checklists and other services
                       permitted by the CSRC, but not be used in the deposit or
                       withdrawal of clients' cash, over-counter trading and
                       settlement and provision of business trading place;

     US GAAP           United States Generally Accepted Accounting Principles;

     Trading Column    a sub-channel of the Sohu.com's finance channel dedicated
                       to online trading including, but not limited to,
                       securities transactions;

     Working Personnel all employees of the JVC other than the Senior Management
                       Personnel and Management Personnel.

1.2  Interpretations.

     1.2.1   A reference to a day herein is to a calendar day. A reference to a
             business day herein is to a day on which commercial banks are open
             for business in the PRC. A reference herein to an Article or
             Appendix is to an article or appendix of this Agreement.

                                       -6-

<PAGE>

     1.2.2   The headings of the Articles are for convenience only and do not
             affect the meaning of any of the provisions of this Agreement.

     1.2.3   The use of the singular shall include the use of the plural and
             vice versa. The use of one gender shall include the use of the
             other gender as appropriate.


CHAPTER 2 : PARTIES TO THE AGREEMENT
------------------------------------

2.1  The Parties.  The Parties to the Agreement are:

     2.1.1   Party A
             -------

             BEIJING CENTURY HI-TECH INVESTMENT CO., LTD., a limited liability
             company registered in Beijing with its legal address at Suite 21,
             15th Floor, Tower 2, Bright China Chang'an Building, 7
             Jianguomennei Avenue, Dongcheng District, Beijing 100005, PRC.

             Authorised representative:
             Name      :     Charles Zhang
             Title     :     Chairman

     2.1.2   Party B

             GUOLIAN SECURITIES CO., LTD., a limited liability company
             incorporated in Wuxi, Jiangsu Province with its legal address at
             No.153, Zhongshan Road, Wuxi 214001, Jiangsu Province, PRC.

             Authorised representative:
             Name      :     Fan Yan
             Title     :     Chairman

CHAPTER 3 : REPRESENTATIONS AND WARRANTIES
------------------------------------------

3.1  Representations and Warranties. Each Party represents and warrants to the
     other that:

     3.1.1   it possesses full power and authority to enter into this Agreement
             and to perform its obligations hereunder;

     3.1.2   its authorised representative, whose signature is affixed hereto,
             has been fully authorised to sign this Agreement on its behalf
             pursuant to a valid power of attorney, a copy of which has been
             provided to the other Party;

     3.1.3   it has obtained and will maintain the validity of all licenses
             necessary for IPRs required to perform its obligations hereunder;

     3.1.4   it has obtained, and will maintain the validity of all necessary
             permits from the relevant governmental authorities required for the
             lawful operation of its business and its performance of this
             Agreement;

     3.1.5   it shall maintain as strictly confidential the provisions and
             existence of this Agreement, as well as any information relating to
             the business of the other Party to which it might have access
             during the performance of this Agreement, in accordance with
             Chapter 17 below;

     3.1.6   the execution and performance of this Agreement and the
             consummation of the transactions contemplated hereby do not violate
             any judicial or administrative order, award, judgement or decree
             applicable to it or conflict with any of the terms, conditions or
             provisions of any other agreement, contract, or arrangement,
             written or oral, to which it is bound;

     3.1.7   it is in lawful possession of all assets relating to its business;
             and

                                       -7-

<PAGE>

     3.1.8   it shall not sell, dispose of, pledge, cede or encumber any of its
             equity interest in the JVC by any means whatsoever without the
             prior written consent of the other Party.

CHAPTER 4:  ESTABLISHMENT OF THE JOINT VENTURE COMPANY
------------------------------------------------------

4.1  Registration. Within 14 days after the Effective Date, the preparation
     committee appointed by the Parties shall undertake registration procedures
     with the Shanghai AIC for the establishment of the JVC and apply for the
     JVC's business licence. The JVC shall come into existence on the date of
     the issuance of its business licence.

4.2  Name and Address.

     4.2.1   The Chinese name of the JVC shall be "Name of Company in Chinese
             appears here".

     4.2.2   The English name of the JVC shall be "Sohu - Guolian Information
             Technology Co., Ltd.".

     4.2.3   The name of the JVC's website will be decided pursuant to Article
             9.4 below.

     4.2.4   The legal address of the JVC shall be in Pudong, Shanghai, PRC.

4.3  Limited Liability Company. The JVC shall be a limited liability company.
     Each Party's liability to the JVC shall be limited to the amount of its
     contribution to the JVC's registered capital. Each Party shall share
     Profits, and assume risks and losses in accordance with its shareholding
     percentage in the registered capital of the JVC.

4.4  Laws and Decrees.

     4.4.1   The JVC shall be a legal person under PRC Law. The activities of
             the JVC shall be governed, and its lawful rights protected, by PRC
             Law.

     4.4.2   If, after the execution date of this Agreement, any existing PRC
             Law is changed or the interpretation thereof is changed, or any new
             PRC Law is implemented and the effect of such changed or new PRC
             Law is to provide for preferential treatment to either Party, the
             JVC and the relevant Party shall promptly apply to the relevant
             government authorities for the preferential treatment of such
             changed or new PRC Law.

     4.4.3   If either Party's economic benefits under this Agreement are
             materially and adversely affected, directly or indirectly, as a
             result of the changed PRC Law or the interpretation thereof or the
             new PRC Law, then:

             4.4.3.1   this Agreement shall continue to be implemented in
                       accordance with its original terms; or

             4.4.3.2   either Party may choose to terminate this Agreement
                       pursuant to Article 18.2.4.

CHAPTER 5:  JVC'S BUSINESS SCOPE
--------------------------------

5.1  Scope of Business. The scope of business of the JVC shall include:

     5.1.1   the development and manufacture of computer software and hardware,
             the development of network systems technology, the development of
             an online securities trading system and related technical services;
             and

     5.1.2   Internet information services, market research and marketing
             consulting.

5.2  Expansion of Business Scope. The JVC shall apply in its own name for an
     online securities brokerage services permit. Once that permit has been
     issued, the business scope of the JVC shall be amended to include "online
     securities brokerage services".

                                       -8-

<PAGE>

CHAPTER 6: THE JOINT VENTURE TERM
---------------------------------

6.1  Joint Venture Term. The Joint Venture Term shall commence on the issuance
        date of the JVC's business licence and shall expire 30 years thereafter,
        unless such term is extended in accordance with Article 6.2 or
        prematurely terminated in accordance with Article 18.2.

6.2  Extension of the Joint Venture Term. No less than 1 year prior to the
        expiry of the Joint Venture Term, the Parties may discuss the extension
        of the Joint Venture Term. If the Parties so agree, an application for
        examination and approval of such extension shall be submitted to the
        Shanghai AIC no less than 180 days prior to the expiry of the Joint
        Venture Term.

CHAPTER 7: REGISTERED CAPITAL

7.1  Registered Capital. The total amount of the JVC's registered capital shall
     be RMB 50 million.

7.2  Capital Contribution.

     7.2.1   Party A's contribution to the JVC's registered capital shall be RMB
             25.5 million in cash, representing 51% of the JVC's total
             registered capital.

     7.2.2   Party B's contribution to the JVC's registered capital shall be RMB
             24.5 million in cash, representing 49% of the JVC's total
             registered capital.

     7.2.3   Each Party shall contribute its respective registered capital
             amount in full to the designated account of the Shanghai AIC within
             50 days after confirmation of the JVC's Company name by the
             Shanghai AIC.

7.3  Capital Increase.

     7.3.1   Neither the JVC's total registered capital nor the proportion of
             the Parties' respective shareholding percentage in the JVC shall be
             changed during the Joint Venture Term without a unanimous
             resolution of the Board and the approval of the Shanghai AIC.

     7.3.2   If the Board resolves to increase the JVC's registered capital,
             each Party shall have the pre-emptive right (unless otherwise
             waived), within 30 days of the passing of the relevant Board
             resolution, to subscribe to such capital increase in proportion to
             its shareholding percentage of the JVC's total registered capital.
             Where either Party chooses not to subscribe, its shareholding
             percentage (and for the avoidance of doubt, its Board
             representation and rights to Profits) shall be diluted accordingly.

7.4  Assignment.

     7.4.1   Party B agrees that after the establishment of the JVC, Party A
             shall have the right to assign any or all its equity in the JVC to
             any Affiliate or Subsidiary of Sohu.com, Inc The Affiliate or
             Subsidiary in question shall assume liabilities proportionate to
             the equity in the total registered capital of the JVC assigned to
             it.

             Party B shall execute all documents necessary for the completion of
             such an equity transfer, including, without limitation, Board
             resolutions, shareholders' resolutions and an equity transfer
             agreement.

     7.4.2   Party B shall have the right to assign all or part of its interests
             in the JVC to any of its Affiliates or Subsidiaries, but such
             assignee's qualifications for engaging in securities industry and
             any license or permit required for maintaining the JVC's online
             securities trading permit shall require the prior examination and
             approval of Party A. The Affiliate or Subsidiary in question shall
             assume liabilities proportionate to the equity in the total
             registered capital of the JVC assigned to it. However, under no
             circumstances shall such assignment affect the JVC's application
             for and holding of the online securities brokerage services permit
             or violate PRC Law.

                                      -9-

<PAGE>

     7.4.3   Except as stated under Article 7.4.1, either Party (the "Selling
             Shareholder") may transfer, sell or otherwise assign all, but no
             less than the totality, of its JVC equities (the "Sale Equities"),
             in accordance with and subject to the following provisions:

             7.4.3.1   The Selling Shareholder shall first irrevocably offer the
                       Sale Shares in writing to the other Party of the JVC
                       ("Non-selling Shareholder"), stating the price and terms
                       of payment required by it. Such offer shall be
                       irrevocable and shall be valid for 14 days from receipt
                       of such offer. The Party to whom such offer is made must
                       indicate its acceptance of such by written notice to the
                       Selling Shareholder within 14 day period, and effect the
                       purchase of the Selling Shareholder's equity by complying
                       with the terms of payment as specified in the offer.
                       Acceptance of the offer shall constitute the firm and
                       irrevocable purchase of the Sale Shares by the
                       Non-selling Shareholder.

             7.4.3.2   If the Non-selling Shareholder fails to accept the
                       Selling Shareholder's offer, then the Selling Shareholder
                       has the right to transfer all or part of its equities in
                       the JVC to any third party at same price as offered to
                       the Non-selling Shareholder.

7.5  Verification Report.

     7.5.1   The JVC shall appoint an accounting firm registered in the PRC to
             verify the capital contributions of the Parties within 60 days
             thereof. After completing the verification, the accounting firm
             shall provide the relevant capital verification report to the JVC,
             a copy of which shall then immediately be forwarded to each Party
             by the JVC. The JVC shall submit the capital verification report to
             the local department of finance or the Shanghai AIC within 10 days
             of the receipt of such report.

     7.5.2   The capital verification report shall specify the following
             particulars:

             7.5.2.1   the JVC's name;

             7.5.2.2   the name of each Party;

             7.5.2.3   the amount of the capital contribution subscribed by each
                       Party; and

             7.5.2.4   the details of the capital contribution by each Party in
                       cash.

7.6  Investment Certificates. In accordance with the capital verification
     report, the JVC shall issue to each Party an investment certificate signed
     by the Chairman, as the legal representative of the JVC.


CHAPTER 8:  SERVICES
--------------------

8.1  Service Markets. The JVC shall provide online securities brokerage services
     and value-added financial services to Clients

8.2  Service Charges. The rates which the JVC will charge the Clients for its
     services shall be determined by the general manager based on the JVC's
     operational strategy and price standards stipulated by the Board.


CHAPTER 9: BUSINESS OPERATION
-----------------------------

                                        *


CHAPTER 10:  SHAREHOLDERS' MEETING
----------------------------------

10.1 Formation. The shareholders' meeting is comprised of all the shareholders
     of the JVC.

10.2 Authority. The shareholders' meeting is the highest organ of authority of
     the JVC and shall exercise the following powers:

                                      -10-

<PAGE>

     10.2.1  determining the JVC's business strategies and investment plans;

     10.2.2  appointing and replacing the Directors of the JVC and determining
             their remuneration and related matters;

     10.2.3  appointing and replacing the supervisors of the JVC and determining
             their remuneration and related matters;

     10.2.4  examining and approving annual business reports and other important
             interim business reports submitted by the Board of Directors;

     10.2.5  examining and approving annual business reports and other important
             interim business reports submitted by the supervisors;

     10.2.6  examining and approving the JVC's annual budgets and end-of-year
             financial statements;

     10.2.7  examining and approving the JVC's profit distribution plans and
             measures to remedy losses;

     10.2.8  approving increases and reductions in the JVC's registered capital;

     10.2.9  approving the issuance of JVC bonds;

     10.2.10 approving any merger, division, restructuring, dissolution and
             liquidation of the JVC;

     10.2.11 approving the amendment of the Articles of Association; and

     10.2.12 approving the appointment of independent auditors for the purpose
             of preparing financial reports in accordance with US GAAP and PRC
             GAAP.

10.3 Shareholders' Meetings.

     10.3.1  The first shareholders' meeting shall be convened and presided over
             by the shareholder with the largest equity interest in the JVC.

     10.3.2  During shareholders' meetings, the shareholders shall exercise
             their voting rights according to the ratio of their respective
             capital contributions.

     10.3.3  Shareholders' meetings shall be divided into regular meetings and
             interim meetings. Written notice of a shareholders' meeting shall
             be sent to all shareholders 15 days prior to the convening of such
             meeting. Regular shareholders' meetings shall be convened once a
             year and interim meetings may be convened upon the proposal of any
             shareholder holding at least one-quarter of the equity interest in
             the JVC or more than one-third of the Directors or supervisor(s) of
             the JVC. Shareholders may attend a shareholders' meeting in person
             or authorise a proxy in writing to attend the shareholders' meeting
             on their behalf. The proxy shall exercise the rights as specified
             in the relevant power of attorney.

     10.3.4  Shareholders' meetings (except for the first meeting) shall be
             convened and presided over by the Chairman. Where the Chairman is
             not able to perform this duty due to special reasons, he or she may
             appoint another Director as a proxy to preside over the meetings on
             his or her behalf.

10.4 Shareholders' Meeting Resolutions. Resolutions on the matters specified in
     Article 10.2 above shall only require the consent of a simple majority of
     the shareholders except that resolutions on the matters listed below shall
     require the consent of the shareholders representing 2/3 or above voting
     rights, namely:

     10.4.1  increases or reductions in the JVC's registered capital;

                                      -11-

<PAGE>

     10.4.2  the merger, division, dissolution and restructuring of the JVC; and

     10.4.3  amendments to the Articles of Association.

10.5 Minutes. Matters discussed at a shareholders' meeting shall be recorded in
     the minutes of such meeting, which shall be signed by all the shareholders
     present at that shareholders' meeting.

10.6 Deadlock Procedure.

     10.6.1  Where there is deadlock vote on any issue at a shareholders'
             meeting, either Party may serve a written deadlock notice to the
             other Party by facsimile and registered airmail.

     10.6.2  In case more than one Party issues a deadlock notice, the date of
             the first notice delivered shall govern.

     10.6.3  A shareholders' meeting shall be convened at a time and place
             convenient to either party, no later than 20 days from the date of
             the issuance of the deadlock notice.

     10.6.4  At the meeting, each Party shall hand to the other Party a sealed
             envelope constituting an irrevocable offer to purchase the
             totality, and no less than the totality, of the equity held by the
             other Party in the JVC (a "Sealed Bid").

     10.6.5  The Sealed Bids shall be opened by the Parties and/or the fully
             empowered representatives of the Parties. After having been made
             available for inspection by the representative of each Party, the
             offer which contains the highest price per share shall be declared
             to be successful.

     10.6.6  The Party issuing the highest price per share shall be deemed to be
             the "Acquiring Shareholder" and the other Party shall be deemed to
             be the "Transferring Shareholder".

     10.6.7  The Parties irrevocably and expressly acknowledge that such
             above-mentioned declaration shall be the binding price for the
             relevant Party's equity interest, and irrevocably accept that the
             highest Sealed Bid in terms of price per share shall be the
             successful offer.

     10.6.8  The Acquiring Shareholder shall be obligated to purchase all, but
             no less than all of the equity interest in the JVC from the other
             Party at the price offered.

     10.6.9  All purchase bids must be for cash payment within 60 days of the
             acceptance of the successful offer.


CHAPTER 11:  BOARD OF DIRECTORS
-------------------------------

11.1 Board Authority.  The Board shall discuss and determine all major issues
     regarding the JVC.

11.2 Board Formation.

     11.2.1  The Board shall be established on the date of the issuance of the
             JVC's business licence. The Board shall consist of 8 Directors.
             Party A shall appoint 4 Directors, and Party B shall appoint 4
             Directors. Party B shall also appoint the Chairman.

     11.2.2  Each Director shall be appointed for a term of 3 years, unless the
             term is shortened by his removal or resignation, and may serve
             consecutive terms if re-appointed by the Party that originally
             appointed him. If a Director's position becomes vacant for any
             reason, the Party which originally appointed that Director shall
             appoint a successor within 30 days of the vacancy to serve the
             remainder of his term.

     11.2.3  At the invitation of the Board, the Chairman or any other Director
             may concurrently hold the position of general manager or that of
             any other Senior Management Personnel.

     11.2.4  The Chairman shall be the legal representative of the JVC, and
             shall be appointed by Party B. If the Chairman is unable to perform
             his responsibilities, he shall authorise another

                                      -12-

<PAGE>

             Director nominated by Party B in writing to represent him and shall
             promptly notify the Board and each Party of such authorisation.

11.3 Removal and Resignation of Directors.

     11.3.1  Either Party may at any time, by written notice, immediately remove
             a Director (including the Chairman) whom it appointed, and shall
             thereafter appoint a successor to serve the remainder of the term
             of the removed Director.

             If the Director so removed is the Chairman, the relevant Party
             shall, within 7 days thereof, notify the JVC Secretary in writing
             of such removal and of the details of the Chairman's successor,
             including the successor's name, nationality and background. The JVC
             Secretary shall notify the other Party and all Directors of the
             same in writing within 7 days of receiving the said notice.

     11.3.2  If a Director (including the Chairman) resigns, then:

             11.3.2.1  the Party that originally appointed such Director shall,
                       within 7 days of his resignation, appoint a successor to
                       serve the remainder of the Director's term and notify the
                       JVC Secretary of the same in writing; and

             11.3.2.2  the JVC Secretary shall notify the other Party and all
                       Directors of the details of the resignation and the
                       appointment of a successor in writing within 7 days of
                       receiving the said notice.

11.4     Responsibilities of Directors.

     11.4.1  All the Directors shall observe this Agreement and Articles of
             Association, carry out their duties faithfully and safeguard the
             interests of the JVC , and shall not seek personal gain through
             their position and authority in the JVC.

     11.4.2  No personal act of any Director may bind the Board or the JVC
             without the prior written approval of the Board.

     11.4.3  No Director shall be personally liable for any act performed in his
             capacity as a Director, except for acts that constitute a violation
             of PRC Law, this Agreement, Articles of Association or the laws of
             any other jurisdiction to which the relevant Director is subject.

11.5 Board Meetings.

     11.5.1  The Chairman shall convene the first Board meeting of the JVC
             within 30 days of the date of the issuance of the JVC's business
             licence.

     11.5.2  Board meetings shall be held at least once a year at such place
             within or outside the PRC as designated by the Board. When it is
             considered necessary and upon the written request of 1/3 or more of
             the Directors, the Chairman shall convene an interim Board meeting.

     11.5.3  The Chairman or the JVC Secretary, as duly authorised by the
             Chairman, shall send written notices regarding Board meetings at
             least 30 days prior to each meeting to all Directors, unless:

             11.5.3.1  the requirement for such notice is waived by all
                       Directors; or

             11.5.3.2  a lesser period is proposed by 2/3 or more of the
                       Directors, in which event written notice regarding such
                       meetings shall be sent to the other Directors within such
                       lesser period.

                       Notices for Board meetings shall include information on
                       the time, place and agenda of the meetings, as well as on
                       the topics to be discussed and the proposals to be
                       decided by the Board. Each Director shall confirm in
                       writing

                                      -13-

<PAGE>

                       whether he/she will be able to attend that meeting within
                       7 days of receipt of such notice.

     11.5.4  A quorum for a Board meeting shall be 4 Directors, present in
             person or by proxy.

     11.5.5  If a Director cannot attend a Board meeting, he may authorise in
             writing another person to act as his proxy to attend and vote at
             that particular Board meeting, and shall send a copy of the
             relevant letter of authorisation to the Chairman and the JVC
             Secretary. The proxy so entrusted shall have the same rights and
             responsibilities as the Director for whom the proxy is acting.

     11.5.6  Each Director present at a Board meeting shall have 1 vote, unless
             he is appointed to act as a proxy by another Director who is unable
             to participate in the said meeting and, accordingly, may have more
             than 1 vote.

     11.5.7  A Director participating in any Board meeting by means of telephone
             or another mode of communication approved by the Board shall be
             deemed to have attended that meeting in person, unless he was
             unable to hear clearly or be clearly heard by the other Directors,
             and the situation was immediately brought to the attention of the
             Directors present at the meeting. If a quorum for a Board meeting
             was not constituted in the absence of such Director, discussion
             among the other Directors on any matter shall immediately be
             suspended until a quorum is reached.

     11.5.8  Any action by the Board may be taken without a Board meeting if all
             Directors consent in writing through registered mail or fax to such
             action. Such written consent shall be filed with the JVC Secretary
             as part of the Board minutes. Such resolution shall have the same
             force and effect as if it had been unanimously passed at a duly
             convened Board meeting.

11.6 Board Resolutions.

     11.6.1  Any resolutions involving the following matters of the JVC may only
             be adopted by the unanimous affirmative vote of all Directors
             present (in person or by proxy) at the Board meeting:

             11.6.1.1  any amendment to this Agreement or the Articles of
                       Association;

             11.6.1.2  any increase, decrease to or transfer of the registered
                       capital;

             11.6.1.3  extending or obtaining of loans, and the use of JVC
                       assets as collateral for the same;

             11.6.1.4  external investments made by the JVC;

             11.6.1.5  a division of the JVC or a merger of the JVC with any
                       other economic organisation;

             11.6.1.6  the dissolution or termination of the JVC (except where
                       such termination occurs as a result of a material breach
                       by either of the Parties); or

             11.6.1.7  approval of any application from Party B under Article
                       9.10.8 of this Agreement,

     11.6.2  With the exception of those topics listed under Article 11.6.1
             above, Board resolutions on all other matters shall be adopted by
             an affirmative vote of a simple majority of all Directors present
             at the Board meeting, including without limitation the following:

             11.6.2.1  Any suspension or ceasing of, or any changes in the
                       nature or address of, or any authorization of a third
                       party to manage the business activities of the JVC, or a
                       substantial part thereof.

                                      -14-

<PAGE>

               11.6.2.2  The declaring, paying, or allocating of any dividend or
                         other allocation of [ ] to the shareholders.

               11.6.2.3  Any significant change in the accounting policies of
                         the JVC.

               11.6.2.4  The approval of the long-term or annual business plan
                         and operating budget of the JVC.

               11.6.2.5  The entering into of any purchase and lease contracts
                         or any financial expenditure or commitment with either
                         Party or a third party for any reason in an amount
                         exceeding RMB 1,000,000.

               11.6.2.6  Any material agreement and any other agreement entered
                         into by the JVC outside of the normal and ordinary
                         course of the business of the JVC.

               11.6.2.7  The establishment of employee pensions or additional
                         benefits which are not required by PRC Law.

               11.6.2.8  The opening of bank accounts for the JVC.

               11.6.2.9  The investment policy of the JVC for its excess cash.

11.7   Deadlock Procedures.

       Where there is a deadlock vote on any issue at a Board meeting, the
       Parties shall resolve such deadlock as follows:

       11.7.1  a second Board meeting will be convened within 48 hours of the
               initial meeting, and the matter in question will be discussed and
               voted upon again; and

       11.7.2  where the votes are again equal, the Chairman of each Party (or
               his / her designated representative) shall resolve the matter
               through friendly consultations, and notify the Board of their
               mutually agreed decision in writing.

11.8   Expenses.

       11.8.1  Unless otherwise determined by the Board, the JVC shall not pay
               any fees to the Directors for services performed in their
               capacity as such.

       11.8.2  The JVC shall pay the reasonable expenses for air tickets, meals
               and accommodation incurred by the Directors for the purpose of
               attending Board meetings.

11.9   General Manager. The general manager may attend Board meetings but is not
       entitled to vote unless he/she is a Director in his/her own right
       or has been entrusted to represent an absent Director according to
       Article 11.5.5 and Article 11.5.6.

11.10  Minutes.

       11.10.1 Draft minutes of the Board meetings, recording discussions among
               and resolutions passed by the Directors, shall be prepared by the
               JVC Secretary in Chinese and shall be reviewed and signed by all
               Directors within 15 days after the close of each Board meeting.
               Any Director who wishes to propose any amendment or addition
               thereto shall submit the same in writing to the Chairman, copying
               to all Directors, immediately after receipt of the Board minutes
               and in any event no later than 30 days following the relevant
               Board meeting, otherwise he shall be deemed to have agreed to the
               draft minutes.

       11.10.2 Signing procedures for Board minutes shall be as follows:

               11.10.2.1 the JVC Secretary shall prepare 1 original each in
                         Chinese and English of the Board minutes based on the
                         draft minutes agreed (or deemed to have been agreed) to
                         by all the Directors, and forward the same to Party A;

                                      -15-

<PAGE>

             11.10.2.2 Party A shall within 15 days of receipt of the original
                       minutes dispatched by the JVC Secretary arrange for its
                       Directors to sign the same. If any Director appointed by
                       Party A fails to sign the said minutes, within the said
                       15-day period, then the Director appointed by Party A
                       shall be deemed to have agreed to and signed the said
                       minutes. Upon (and, in any event, no later than) the
                       expiration of the said 15-day period, Party A shall
                       immediately relay the minutes by courier service to Party
                       B;

             11.10.2.3 Party B shall within 15 days of receipt of the original
                       minutes dispatched by Party A arrange for its Directors
                       to sign the same. If any Director appointed by Party B
                       fails to sign the said minutes within the said 15-day
                       period, then such Director appointed by Party B shall be
                       deemed to have agreed to and thus to have signed the said
                       minutes. Upon (and, in any event, no later than) the
                       expiration of the said 15-day period, Party B shall
                       return the signed original minutes to the JVC Secretary;
                       and

             11.10.2.4 After the JVC Secretary has received from the Parties the
                       signed original Board minutes, he shall provide 1 copy of
                       each for each Party for record and file the original of
                       the same with the JVC.

CHAPTER 12: ORGANISATION AND MANAGEMENT
---------------------------------------

12.1 Management Organisation. The JVC shall implement and adopt a management
     system under which the general manager shall be responsible to the Board
     for the operations of the JVC and shall report to the Board on a regular
     basis. The Board shall, in accordance with the Articles of Association,
     conduct an annual review of the general manager's performance of his
     duties.

12.2 Appointment and Dismissal of Senior Management Personnel.

     12.2.1  Party A shall be entitled to nominate the general manager (CEO) and
             finance manager (CFO), whose appointment or dismissal shall be
             confirmed by the Board, and whose term of employment shall be 2
             years. Party B shall be entitled to nominate the Chief Operating
             Officer (DGM) whose appointment or dismissal shall be confirmed by
             the Board, and whose term of employment shall be 2 years. The
             general manager and other Senior Management Personnel shall be
             appointed by the Board.

     12.2.2  Senior Management Personnel shall have the relevant qualifications
             and experience for their respective positions.

     12.2.3  Senior Management Personnel shall perform, on a full-time
             basistheir duties and all other obligations stipulated in the
             Articles of Association or as resolved by the Board. Pursuant to
             PRC Law, the general manager may not concurrently hold the position
             of general manager or deputy general manager at any other economic
             organisation within the PRC during his term of employment by the
             JVC.

     12.2.4  The Senior Management Personnel shall not, either on their own
             behalf or on behalf of any third parties, engage in any business
             activities which are of the same type as that conducted by the JVC,
             or engage in any activities which are harmful to the interests of
             the JVC.

             The Senior Management Personnel may not enter into contracts or do
             business with the JVC, either on their own behalf or on behalf of
             any other companies, unless approved to do so by the shareholders'
             meeting.

     12.2.5  If any Senior Management Personnel leaves the employ of the JVC,
             the said personnel shall not work for any other economic
             organisation in direct or indirect competition with the JVC for a
             period of 360 days after his resignation from the JVC.

                                      -16-

<PAGE>

12.3 Dismissal of Senior Management Personnel. If any Senior Management
         Personnel commits graft or a serious dereliction of duty, he may be
         summarily dismissed by a simple majority resolution of the Board. If
         the relevant Senior Management Personnel is a Director, he may not
         participate in such a vote.

12.4 Management Personnel. The Management Personnel must have the relevant
         qualifications and experience for their respective positions, and shall
         be appointed and dismissed by the general manager according to the
         management system adopted by the Board.

12.5 General Manager's Responsibilities.

     12.5.1  The general manager shall be fully responsible for the day-to-day
             operation and management of the JVC and shall implement the
             decisions of the Board.

     12.5.2  In addition to the other responsibilities set forth in this
             Agreement and the Articles of Association, the general manager
             shall have the following responsibilities:

             12.5.2.1  to formulate the operational plan and the budget of the
                       JVC, which shall be implemented after their approval by
                       the Board;

             12.5.2.2  to determine the pricing of the services provided by the
                       JVC in accordance with the guidelines established by the
                       Board;

             12.5.2.3  to purchase, at a reasonable price, any goods and
                       services necessary for the JVC's operations;

             12.5.2.4  with the approval of the Board, to purchase or sell any
                       equipment necessary for the JVC's operations, which
                       equipment shall be deemed to be an asset of the JVC;

             12.5.2.5  to nominate any Senior Management Personnel (except the
                       general manager, finance manager and deputy general
                       managers) for appointment and dismissal by the Board;

             12.5.2.6  to employ and dismiss any Management Personnel and
                       Working Personnel; and

             12.5.2.7  to approve and determine, under the supervision of the
                       Board, other matters authorised by the Board.


12.6 Remuneration of Senior Management Personnel. The Parties agree that the
     Senior Management Personnel's remuneration shall be confirmed by the Board
     in a formal resolution.


CHAPTER 13 : LABOUR MANAGEMENT
------------------------------

13.1 Governing Principles.

     13.1.1  As stipulated by PRC Law, the JVC shall autonomously determine
             the following labour management matters:

             13.1.1.1  the time, conditions, and methods of recruitment of the
                       JVC's personnel, as well as the number of employees to be
                       recruited;

             13.1.1.2  the terms of employment for the JVC's personnel, as well
                       as circumstances under which their Employment Contracts
                       may be terminated; and

             13.1.1.3  the system of wage payment, the standard of wages and the
                       incentives, subsidies and benefits of the JVC.

                                      -17-

<PAGE>

     13.1.2  The employment plan determined by the JVC shall be filed for the
             record with the local labour administrative department.

13.2 Employment Contracts.

     13.2.1  The JVC must, in accordance with PRC Law, sign an Employment
             Contract with each Senior Management Personnel, Management
             Personnel and Working Personnel on the basis of equality and
             volition as well as consultation and agreement.

     13.2.2  Authentication procedures should be carried out with the local
             labour administration authorities within 30 days following the
             execution of an Employment Contract.

13.3 Employee Compensation.

     13.3.1  The compensation of the JVC's employees and policies governing the
             same shall be stipulated in the relevant Employment Contract and
             the Policies and Procedures Manual.

     13.3.2  The JVC shall not pay any extra wages, subsidies, benefits or other
             compensation to its employees except as stipulated in the
             Employment Contract and the Policies and Procedures Manual.

13.4 Social Insurance and Welfare. The JVC shall provide social insurance and
     welfare benefits for the JVC's employees in accordance with PRC Law.


CHAPTER 14 : STOCK INCENTIVE PLAN
---------------------------------

14.1 Each Party shall contribute on a pro rata basis a portion of its equity
     in the JVC to an incentive plan for the Directors, Senior Management
     Personnel and other employees of the JVC. The total amount of equity
     contributed to the incentive plan shall be 15%.

14.2 At the discretion of the JVC Board of Directors, such 15% of its total
     equity may be distributed under the stock incentive plan among the
     Directors, Senior Management Personnel and other employees of the JVC, or
     to a designated entity established for the purpose of holding the said
     equity. The vesting terms, detailed option terms and purchase price of the
     equity payable pursuant to the stock incentive plan shall be determined by
     the JVC Board.

CHAPTER 15 : ACCOUNTING AND FINANCE
-----------------------------------

15.1 Accounting and Auditing System.

     15.1.1  The general manager and the finance manager shall be responsible
             for the financial management of the JVC; they shall submit 1 copy
             each of the approval certificate, business licence, this Agreement
             and the Articles of Association to the local department of finance
             within 30 days following the completion of the industrial and
             commercial registration and shall secure taxation registration
             certificates from the State and local taxation bureau.

     15.1.2  The general manager and the finance manager shall prepare the
             accounting system and procedures of the JVC in accordance with PRC
             Law and the internal auditing and internal reporting requirements
             of Party A (in particular, including an annual statement and audit
             report prepared according to international accounting standards),
             which shall be submitted to the Board for approval and filed with
             the relevant governmental administrations.

     15.1.3  The financial year of the JVC shall be from January 1st to December
             31st of the calendar year; the first financial year of the JVC
             shall commence on the date of the issuance of the JVC's business
             licence and shall end on December 31st of the same year.

     15.1.4  The JVC will prepare financial statements in accordance with both
             US GAAP and PRC GAAP. The JVC shall be audited by both an
             internationally registered accounting firm and a PRC-registered
             accounting firm both of which shall be nominated by Party A and

                                      -18-

<PAGE>

             appointed by JVC. The JVC shall bear the costs of auditing. If
             Party A has additional requirements, the JVC shall cooperate with
             Party A and Party A itself shall bear the relevant expenses. The
             PRC GAAP financial statements shall be used for all PRC statutory
             filing purposes and the payment of dividends. US GAAP shall be used
             for determining employee and senior management bonuses, amounts to
             be charged under service agreements, resolving any JVC valuation
             issues associated with termination or breach of contract and profit
             sharing for the respective shareholders.

     15.1.5  All accounting records, vouchers, books and statements of the JVC
             shall be prepared in Chinese.

             All important financial and accounting documents, records and
             statements shall require the approval and signature of the general
             manager and the finance manager.

     15.1.6  The finance manager shall, within 30 days after the end of each
             quarter, provide each Party and the relevant governmental
             administrations with quarterly financial statements of the JVC,
             including the profit and loss account and the balance sheet. The
             annual financial statements of the JVC, together with the annual
             auditing report shall be submitted to relevant Shanghai AIC within
             120 days of the end of each accounting year.

     15.1.7  The finance manager shall, within 15 days after the end of each
             month provide Party A and Party B with monthly financial statements
             prepared in accordance with PRC GAAP and US GAAP. The PRC GAAP and
             US GAAP annual audited financial statements shall be completed
             within 60 days of the year end. The finance manager shall comply
             with all PRC and US financial reporting requirements.

     15.1.8  Either Party or its duly authorised representative may at any
             reasonable time without prior notice to or approval of the other
             Party inspect the accounts of the JVC and appoint its own auditors
             to inspect the books and records of the JVC.

15.2 Bank Accounts.

     15.2.1  The JVC shall open and maintain bank accounts as approved by the
             Board, and no bank accounts shall be opened unless approved by the
             Board.

     15.2.2  Excess cash shall be invested according to the investment policy
             approved by the Board and PRC Law.

15.3 Profits Distribution. For the avoidance of doubt, any and all Profits shall
     be divisible between the Parties in accordance with the shareholding. .
     However, the actual distribution of profits shall be subject to the
     approval of the Board.

15.4 Legal Fees. The JVC shall bear the legal fees associated with the
     establishment of the JVC, including the drafting of this Agreement and the
     Articles of Association

CHAPTER 16 : TAXATION
---------------------

16.1 Tax and Preferential Treatment. The JVC shall pay taxes according to the
     relevant PRC Law and shall be entitled to any exemptions and preferential
     treatment accorded to it by the same.

16.2 Personal Income Tax. All employees of the JVC shall pay their individual
     income taxes in accordance with PRC Law.


CHAPTER 17 : CONFIDENTIALITY
----------------------------

17.1 In addition to the conditions set forth in Article 15.3 of this Agreement,
     the Parties shall maintain the confidentiality of all Confidential
     Information during the Joint Venture Term and indefinitely thereafter.

                                      -19-

<PAGE>


17.2 Confidentiality Agreement. The Parties and the JVC shall take all necessary
     measures (including the signing of a confidentiality agreement) to ensure
     that their employees, agents, contractors, suppliers and advisors also
     comply with the obligation to maintain confidentiality as set forth in this
     Chapter and shall arrange for the summary dismissal of any employee, agent
     or advisor who breaches such obligation.

17.3 Exceptions. The disclosure of Confidential Information by either Party
     under any of the following circumstances shall not be deemed as a breach of
     confidentiality:

     17.3.1  at the time of its disclosure, disclosed Confidential Information
             is already in the public domain;

     17.3.2  the Confidential Information is disclosed pursuant to the prior
             written consent of the Parties;

     17.3.3  the Confidential Information is required to be disclosed by a
             government authority or law to which either Party or an Affiliate
             of either Party is subject;

     17.3.4  the Confidential Information is no longer deemed as confidential
             information due to operational needs, and is provided to any
             Director, employee, agent, contractor, supplier or advisor of the
             JVC, a Subsidiary or Affiliate; or

     17.3.5  Confidential Information is disclosed to an Affiliate, Subsidiary
             or other bona fide potential assignee, provided that such assignee
             has entered into a confidentiality agreement to the satisfaction of
             the other Party prior to the said disclosure.


CHAPTER 18 : TERMINATION AND MATERIAL BREACH
--------------------------------------------

18.1 Principle. This Agreement shall terminate upon the expiration of the Joint
     Venture Term, unless it is extended pursuant to Article 6.2 or prematurely
     terminated pursuant to Article 18.2.

18.2 Termination. Either Party may initiate termination of this Agreement prior
     to the expiration of the Joint Venture Term by notifying the other Party in
     writing of its intention to terminate, and the Board shall undertake any
     and all measures necessary to obtain the approval from the Shanghai AIC for
     the said termination for any of the following reasons, namely:

     18.2.1  if either the JVC or the respective other Party:

             18.2.1.1     is the subject of proceedings for liquidation or
                          dissolution required by law; or

             18.2.1.2     is declared bankrupt by a court of competent
                          jurisdiction;

     18.2.2  if all or any material part of the key assets of the JVC are
             expropriated, causing an adverse material effect on the operation
             and production of the JVC;

     18.2.3  if any government organ with authority over either Party requires
             any provision of this Agreement to be revised in such a way that
             causes a material adverse effect on the JVC or on either Party and,
             despite the best efforts of the JVC or the affected Party to remedy
             such situation, such material adverse effect cannot be cured;

     18.2.4  if an amendment is made to the existing PRC Law or to the
             interpretation thereof, or a new law is introduced after the
             Effective Date which materially, adversely and irreparably affects
             the JVC's operations;

     18.2.5  if Force Majeure prevails for more than 30 days and has a material
             adverse effect on the operation of the JVC, and the Parties have
             been unable to find an equitable solution despite prompt
             consultations in accordance with the stipulations of Article 21.3;

     18.2.6  if a buy-out is not effected pursuant to Article 18.4;

                                      -20-

<PAGE>

     18.2.7  if a Party has materially breached this Agreement, and if such
             material breach has not been cured within 15 days pursuant to
             Article 18.3.2; and

     18.2.8  if the JVC fails to obtain the online securities brokerage services
             permit within 3 years of the date of the issuance of its business
             license.

18.3 Material Breach.

     18.3.1  A Party shall be deemed to have materially breached its obligations
             under this Agreement (the "Breaching Party") in any of the
             following circumstances:

             18.3.1.1  it has failed to perform any of its obligations under
                       Chapter 9 of this Agreement;

             18.3.1.2  any of the representations or warranties it has made
                       herein is false, so as to have a material adverse effect
                       on the operation of the JVC;

             18.3.1.3  it fails to ensure that any Senior Management Personnel
                       in the employ of the JVC undertakes in writing not to
                       work for a competing operation within 180 days after his
                       or her departure from the JVC;

             18.3.1.4  it breaches any provision of this Agreement and such
                       breach prevents the JVC from continuing to operate (in
                       which case either Party may apply directly to the
                       Shanghai AIC for approval to terminate this Agreement).

             18.3.1.5  it has been found guilty of illegal operations by a
                       competent government authority;

             18.3.1.6  In the case of Party B, where it fails to transfer assets
                       (including contracts with Clients) to the JVC, except
                       under the circumstances as set forth in Article 9.2.3
                       above; or

             18.3.1.7  in the case of Party B, where it is in material breach of
                       the exclusive service agreement described in Article 9.2.

     18.3.2  In the event of a material breach as outlined in Article 18.3.1,
             the Breaching Party shall have 15 days after receipt of notice
             specifying the breach from the other Party (the "Non-breaching
             Party") to cure such breach. In case of failure, the Non-breaching
             Party, in addition to seeking compensation from the Breaching Party
             for all direct and foreseeable damages caused by the material
             breach, shall have the following rights:

             18.3.2.1  to terminate this Agreement; and

             18.3.2.2  together with a qualified third party (or third parties)
                       chosen at the Non-Breaching Party's sole discretion, to
                       buy out the Breaching Party's total shareholding interest
                       in the JVC.

18.4 Buy-out.

     18.4.1  In the event of a material breach, the price at which the
             Non-Breaching Party (and its co-investor(s)) may buy the Breaching
             Party's equity in the JVC shall be determined as the lower of: the
             total value of the Breaching Party's equity in the JVC (as a going
             concern) as described in a written valuation from the accounting
             firm retained by the JVC; or the original value of the registered
             capital contributed by the Breaching Party.

     18.4.2  In the event that this Agreement is terminated by either Party
             pursuant to Article 18.2 above, the other Party may, within 60 days
             thereafter, buy out such Party subsequent to mutual written
             agreement between the Parties, at a price based upon a written
             valuation from the accounting firm appointed by the JVC
             representing the value of such Party's equity holding in the JVC as
             a going concern.

                                      -21-

<PAGE>

CHAPTER 19 : LIQUIDATION
------------------------

19.1 Liquidation.

     19.1.1  If this Agreement is terminated for any reason and either Party's
             total shareholding interest in the JVC is not purchased by the
             other Party or any third party pursuant to Article 18.3.2. 1 and
             Article 18.3.2. 2, then the JVC shall undergo liquidation,
             whereupon the Liquidation Committee shall value and liquidate the
             JVC's assets in accordance with PRC Law and the principles set out
             in this Article.

     19.1.2  The Liquidation Committee shall be established within 15 days after
             the commencement of liquidation proceedings and shall comprise 6
             members, 3 of whom shall be nominated by Party A and 3 of whom
             shall be nominated by Party B. After nomination by the Board, 1 of
             the members appointed by Party A shall be the Chairman, and 1 of
             the members appointed by Party B shall be the vice-Chairman, of the
             Liquidation Committee. The Board shall report the establishment of
             the Liquidation Committee to the Shanghai AIC.

             Members of the Liquidation Committee shall be Directors or relevant
             professionals retained by the Board. Any resolution by the
             Liquidation Committee shall be passed on a simple majority basis.

             Either Party may, at its own cost, also appoint professional
             advisors, including accountants and lawyers qualified either in the
             PRC or abroad, to assist the Liquidation Committee.

     19.1.3  After the establishment of the Liquidation Committee, the JVC shall
             submit to the Liquidation Committee the accounting statements,
             financial books, list of company assets and creditor and debtor
             lists of the JVC, as well as other materials in connection with the
             liquidation of the JVC.

     19.1.4  Within a period of 30 days of the formation of the Liquidation
             Committee, each Party shall have a right of first refusal to
             purchase any tangible and intangible asset of the JVC. Where both
             Parties wish to purchase the same asset, it shall be sold to the
             Party that offers the highest price.

             If the Parties agree that there is a need to arrange for the sale
             of the JVC's assets and/or business to third parties, the
             Liquidation Committee shall, in preparing and executing the
             liquidation plan, endeavour to obtain the highest possible price
             for the said assets and/or business. Consideration shall be given
             to the sale of the JVC's assets and/or business by public auction
             open to domestic and foreign bidders with a view towards concluding
             sales at the best possible market prices.

     19.1.5  Liquidation expenses shall be paid out of the JVC's liquidated
             assets, with priority over the claims of other creditors.

             After the payment of the liquidation expenses, other payments shall
             be made according to the following order:

             19.1.5.1  wages and insurance premiums of the JVC's employees;

             19.1.5.2  taxes payable to the State; and

             19.1.5.3  other outstanding debts.

     19.1.6  After the settlement of all of the JVC's outstanding debts outlined
             in Article 19.1.5 above and the division of tangible property not
             sold according to the liquidation plan, the total cash proceeds of
             the liquidation of property and remaining available funds received
             by the JVC shall be calculated in RMB and divided between the
             Parties in proportion to their respective percentage shares of the
             JVC's total registered capital;

                                      -22-

<PAGE>

       19.1.7  On completion of all liquidation procedures, the Liquidation
               Committee shall submit to the Shanghai AIC a final liquidation
               report (including the profit and loss account) approved by the
               Board, and within 10 days of the said submission, shall undergo
               procedures with the tax bureau for cancellation of the JVC's
               registrations. Within 10 days of completion of the said
               procedures, the Liquidation Committee shall submit the
               liquidation report and the certificates of cancellation of
               registrations to the Shanghai AIC and shall return the JVC's
               business licence and complete all other formalities to nullify
               the JVC's registration. Party B shall have a right to obtain
               copies of all of the JVC's accounting books and other documents
               but the originals thereof shall be left in the care of Party A.

19.2   Release of Obligations.

       19.2.1  Neither Party shall have any further obligations or liabilities
               to or rights against the JVC or the other Party upon completion
               of the liquidation of the JVC under Article 19.1, except for the
               obligations stipulated in Chapter 15.

       19.2.2  Upon the receipt of all sums payable to it, the Party which has
               sold its total shareholding interest in the JVC pursuant to a
               buy-out under Article 18.3.3 shall have no further obligations or
               liabilities to or rights against the JVC or the other Party under
               this Agreement, except for the obligations stipulated in Chapter
               15.

       19.2.3  If the JVC continues to operate after a buy-out, then the JVC
               and/or the remaining Party shall hold the Party which has sold
               its shareholding interest in the JVC harmless from any liability
               or costs related to this Agreement or the JVC in respect of
               events which occur after the buy-out.

CHAPTER 20: FORCE MAJEURE
-------------------------

20.1   Suspension of Obligations. In the event of Force Majeure, the Parties
       should consult with each other to determine a method of dealing with
       such, and the performance of the Parties' contractual obligations (except
       the obligations relating to confidentiality under Chapter 15) shall be
       suspended to the extent they are affected by the Force Majeure. The Joint
       Venture Term shall be extended with the agreement of the Parties and the
       approval of the Shanghai AIC, without penalty to either Party, by the
       period of such suspension of obligations.

20.2   Written Evidence. The Party claiming Force Majeure shall, within 15 days
       after the date of its first occurrence, inform the other Party of the
       same and provide said Party with written evidence of the occurrence of
       Force Majeure as issued by the relevant authorities, and shall use all
       reasonable efforts to minimise the consequences of such Force Majeure.

20.3   Termination. If Force Majeure prevails for more than 30 days and has a
       material adverse effect on the operation of the JVC, either Party may
       initiate termination of this Agreement pursuant to Article 18.2.5.

CHAPTER 21 : GOVERNING LAW AND DISPUTE RESOLUTION
-------------------------------------------------

21.1   Governing Law. The execution, validity, interpretation and implementation
       of this Agreement and the settlement of disputes under it shall be
       governed by PRC Law.

21.2   Interpretation. If any dispute arises in connection with the
       interpretation of any provisions of this Agreement, the Parties shall
       determine the true intention of those provisions by making reference to
       the wording of the Agreement, the relevant Articles, the objective of the
       Agreement, commercial practice and the principle of good faith.

21.3   Consultation. If any dispute arises in connection with this Agreement,
       the Parties shall attempt in the first instance to resolve such dispute
       through friendly consultation or mediation.

21.4   Arbitration. If the dispute cannot be resolved in the above manner within
       30 days after the commencement of consultations, either Party may submit
       the dispute to arbitration as follows:

                                      -23-

<PAGE>

     21.4.1  all disputes arising out of or in connection with this Agreement
             shall be submitted for arbitration to the Shanghai Sub-commission
             of the China International Economic and Trade Arbitration
             Commission ("Arbitration Commission") under its rules and by an
             arbitration panel appointed in accordance with those rules. The
             arbitration panel shall consist of 3 arbitrators. Each of the
             Parties shall appoint 1 arbitrator from among the Panel of
             Arbitrators of the Arbitration Commission or entrust the chairman
             of the Arbitration Commission to make such appointment. A third
             arbitrator shall act as the presiding arbitrator and shall be
             jointly appointed by the Parties or appointed by the chairman of
             the Arbitration Commission upon the Parties' joint authorization.
             If the Parties fail to jointly appoint a third arbitrator or fail
             to jointly entrust the chairman of the Arbitration Commission to
             appoint a third arbitrator within 20 days of the date on which the
             respondent receives the notice of arbitration, the third arbitrator
             shall be appointed by the chairman of the Arbitration Commission.

     21.4.2  The arbitration shall be conducted in the Chinese language, with
             the arbitral award being final and binding upon both Parties.
             Unless otherwise determined by the arbitrator, the cost of
             arbitration shall be borne by the losing Party.

     21.4.3  When any dispute is submitted to arbitration, except for the
             matters under dispute, the Parties shall continue to perform this
             Agreement.

CHAPTER 22: MISCELLANEOUS
-------------------------

22.1   Notices. Any notice between the Parties shall be made in writing and in
       the English and/or Chinese languages by facsimile transmission, delivery
       in person (including courier service) or registered airmail letter. Until
       changed by written notice, all notices and communications shall be
       delivered to the appropriate correspondence addresses set forth below:

       Party A
       -------

       BEIJING CENTURY HI-TECH INVESTMENT CO., LTD.

       Address:       Suite 21, 15th Floor, Tower 2, Bright China Chang'an
                      Building, 7 Jianguomennei Avenue, Dongcheng District,
                      Beijing 100005.
       Fax      :     (86 10) 6510-2160
       Attn     :     Charles Zhang

       Party B
       -------

       GUOLIAN SECURITIES CO., LTD.
       ----------------------------

       Address:       No.153, Zhongshan Road, Wuxi 214001, Jiangsu Province.
       Fax      :     [              ]
       Attn     :     [              ]

22.2   Receipt of Notices.  The date of receipt of a notice or communication
       hereunder shall be deemed to be the earliest of the following:

       22.2.1  that as set forth in the transmission journal in the case of a
               facsimile transmission, unless such facsimile transmission is
               sent after 5:00 p.m. or on a non-business day in the place of
               receipt, in which event the date of receipt shall be deemed to be
               the following business day in the place of receipt;

       22.2.2  the time of receipt by the receiving party in the case of
               delivery in person; and

       22.2.3  3 days after the issuance of a receipt by the post office in the
               case of a registered letter.

22.3   Waiver. Failure or delay on the part of either Party hereto to exercise
       any right, power or privilege under this Agreement, or under any other
       agreement relating hereto, shall not constitute a waiver thereof; nor

                                      -24-

<PAGE>

       shall any single or partial exercise of any right, power of privilege
       preclude any other future exercise thereof.

22.4   Amendments. This Agreement may only be amended by a written agreement
       signed by the Parties.

22.5   Severability. The invalidity of any provision of this Agreement shall not
       affect the validity of any other provision of this Agreement which is
       unrelated to that provision.

22.6   Versions. This Agreement is executed in 4 originals. 2 originals shall be
       for each Party.

22.7   Entire Agreement. This Agreement, the Appendices hereto and the Articles
       of Association constitute the entire agreement between the Parties and
       supersede all prior discussions, negotiations and agreements. The
       Appendices to this Agreement form an integral part hereof and have the
       same legal effect as this Agreement.

22.8   Indemnity. The JVC shall indemnify either Party against all losses,
       damages or liabilities with respect to third-party claims arising out of
       the operation of the JVC, except for acts of either Party that constitute
       a violation of this Agreement or the Articles of Association.

22.9   Successors. This Agreement is made for the benefit of, and shall bind,
       the Parties and their respective lawful successors and assignees.

22.10  Matters Not Covered. Matters not specifically provided for in this
       Agreement shall be handled in conformity with the relevant resolutions
       adopted by the Board and in accordance with the relevant provisions of
       PRC Law.


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorised signatories on the date first indicated above.

For and on behalf of
Beijing Century Hi-Tech Investment Co., Ltd.

Name                                :       Charles Zhang

Title                               :       Chairman

Signature                           :        /s/ Charles Zhang
                                            ---------------------

Company Seal                        :



For and on behalf of
                                         Guolian Securities Co., Ltd.

Name                                :       Fan Yan

Title                               :       Chairman

Signature                           :        /s/ Fan Yan
                                            ---------------

Company Seal                        :



* Omitted pursuant to request for confidential treatment and filed separately
with the Securities and Exchange Commission.

                                      -25-

<PAGE>

Appendix [     ]

                   Remuneration of Senior Management Personnel

1.     General Manager (Chief Executive Officer): annual base salary of RMB * to
       RMB *;

2.     Vice-president (Chief Operating Officer): annual base salary of RMB * to
       RMB *;

3.     Finance Manager (Chief Finance Officer) and Technical Manager (Chief
       Technical Officer): annual base salary of RMB * to RMB *;


* Omitted pursuant to request for confidential treatment and filed separately
with the Securities and Exchange Commission.

                                      -26-