EXHIBIT 10.2

                 JOINT VENTURE AGREEMENT BETWEEN CORPORATIONS TO
              JOINTLY SEEK, CONSTRUCT, AND OPERATE FUEL AND SUPPLY
                         CONCESSION FOR THE PANAMA CANAL

                  AGREEMENT  dated  this  12th day of  December,  1996,  between
ENVIRONMENTAL  REMEDIATION  HOLDING  CORPORATION  (hereinafter  referred  to  as
"ERHC"),  a Colorado  corporation,  with offices  located 420 Jericho  Turnpike,
Jericho, New York and CENTRAM MARINE SERVICES,  S.A. (hereinafter referred to as
"CENTRAM"),  a Panama corporation,  with offices located at APARTADO 1202 Colon,
Rep. De Panama.

                              W I T N E S S E T H :

                  WHEREAS,  the  parties  desire to confirm the  existence  of a
Joint Venture for the purpose of complementing one another in jointly entering a
Concession  with Texaco to supply fuel oil and  supplies to ships going  through
the Panama Canal and to jointly  furnish the funds  therefor and to so share the
expenses thereof; and

                  WHEREAS, ERHC and CENTRAM desire to operate  such   a   system
in a joint manner; and

                  WHEREAS, ERHC and CENTRAM are both corporations duly qualified
to furnish such marine and fuel services in the area of the    Panama Canal; and

                  WHEREAS, ERHC is    utilizing    local   counsel  in  New York
State and has prepared the within Agreement; and

                  WHEREAS,  an amount of Five Million  ($5,000,000) U.S. Dollars
is estimated as that sum which shall be necessary to acquire the Tugs,  Offices,
Boats, Letter of Credit, Barges and/or equipment and supplies; and

                  NOW, THEREFORE, the parties agree as follows:
I.  Formation of Joint Venture
                  (a) The parties  hereto have agreed and formed,  in accordance
with the  provisions of the  Agreement,  a Joint  Venture,  which is hereinafter
referred to as the "Joint Venture".
                  (b)  The Joint Venture may conduct business as "ERHC/CENTRAM".

II.  Powers and Purposes of the Joint Venture
                  The Joint Venture is formed for the purposes of (1) leasing or
purchasing   certain  real  property   situated  the  Country  of  Panama;   (2)
constructing  buildings and purchasing Tugs, Boats and/or equipment and supplies
to be used in connection  with the  development  and  maintenance  of a fuel and
supply concession; (3) borrowing money for the purposes of the Joint Venture and
pledging or  mortgaging  the capital  commitments  of the parties and all or any
part of the Joint Venture properties therefor;  (4) obtaining a Letter of Credit
for    Two     Million     Five     Hundred    Thousand,   U.S.D    (2,500,000);
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(5)    selling,     exchanging     or   otherwise disposing of any or all of the
properties of the Joint Venture for cash,  stock,  securities or any combination
thereof  upon  such  terms  and  conditions  as the  Parties  may  from the time
determine; and (6) employing such agents, managers, laborers and other employees
as may be necessary to carry out the purposes of the said Joint Venture.

III.  Properties
                  (a) The  properties  of the Joint  Venture  shall  consist  of
certain real property situated and all equipment necessary for the establishment
of a fuel and supply  concession  together with such other related  equipment as
shall be necessary to carry out the intent of this Joint Venture,  including the
easements and rights appurtenant  thereto or which may be received in connection
with the use of the land, all buildings, fixtures, machinery and equipment to be
located on such real property or used in connection  with the  operations of the
Joint Venture in the Country of Panama and all other property, real or personal,
tangible or intangible, owned or acquired by the Joint Venture.

IV.  Contributions
                  (a)    On    the    execution of this Joint Venture Agreement,
ERHC    will   apply and has applied for the    financing    of    said    Joint
Venture    in    the     amount    of    Five Million ($5,000,000) U.S. Dollars,
which    includes    the    procurement     of a Letter of Credit for $2,500,000
U.S.D. for Texaco to obtain the necessary fuel for this concession.
                  (b) CENTRAM shall  provide any and all  documents  required by
the Government of Panama,  the Panama Canal Commission and/or Texaco,  including
but not limited to all applicable  licenses,  permits and/or documents necessary
to operate said concession.
                  (c) If ERHC does not make such additional investments required
of it by paragraph  (a), then it shall forfeit all rights to such  contributions
as have been made by it to the Joint  Venture as of such  time,  and any and all
other  rights that it shall have in  properties  of the Joint  Venture  shall be
deemed  abandoned by it to the other party which shall assume the liabilities of
the Joint Venture.
                  (d) If CENTRAM  does not provide the  necessary  documents  to
enable the Joint Venture to operate as required by Paragraph  (b), then it shall
forfeit  all rights to such  contributions  as have been made by it to the Joint
Venture  as of such  time,  and any and all  other  rights  that  shall  have in
properties  of the Joint  Venture  shall be deemed  abandoned by it to the other
party which shall assume the liabilities of the Joint Venture.
                  (e) In the event that the Boards of Directors  shall determine
that the capital,  exclusive of  financing,  needed by the Joint Venture for the
implementation of the fuel and supply concession  exceeds $5,000.000 U.S.D., the
decision as to the manner in which such excess above $5,000,000 U.S.D.  shall be
acquired    shall    be determined by the shareholders of each of the parties to
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the Joint Venture at a duly called meeting of all of said  shareholders.

V.  Allocation of Income and Losses
                  The net  income and net  losses of the Joint  Venture  for any
fiscal year shall be shared as follow:
                                   51% to ERHC
                                   49% to CENTRUM Marine Services, S.A.

VI.  Term of Agreement
                           This     Joint Venture shall continue for a period of
ten (10) years from the date of this Agreement and shall be renewed for the same
time  periods  as the  concession  continues,  unless  it is  sooner  terminated
pursuant to the provisions herein.

VII.  Governing Committee
                  (a) The Board of  Directors  of ERHC  shall  select  three (3)
persons and CENTRAM  will select two (2)  persons,  which three (3) persons who,
together with two (2) persons,  shall constitute the Governing  Committee of the
Joint Venture. A vacancy in the Governing Committee caused by death, resignation
or removal shall be filled by the Board of Directors  that shall have  appointed
the departed  member to the position  which has become vacant and by both of the
said Boards of Directors if the vacancy  shall have  occurred in the office of a
member  appointed by both of said Boards of  Directors.  A Board of Directors or
Boards of Directors which appointed him, as the case may be.
                  (b)  The Governing Committee    shall   conduct   the ordinary
business    operations    of    the    Joint  Venture.  The Committee shall have
authority to appoint a Managing  Agent who,  subject to its control,  shall have
the power to execute contracts in the name of the Joint Venture,  to appoint and
discharge  agents  and  employees,  and to take  such  other  steps  as shall be
necessary to carry out the day to day operations of the Joint Venture.
                  (c) Regular  meetings of the  Governing  Committee may be held
without call or notice at such times and places as the Governing  Committee at a
meeting of all of its members from time to time may fix;  other  meetings of the
Governing  Committee  may be  called  by any  member  thereof  either  by  oral,
telegraphic or written notice,  not later than the day prior to the date set for
such  meeting.  Such  notice  shall  state the time and place of the meeting and
shall be sent to each member at his address as shown on the records of the Joint
Venture.
                  (d) At any  meeting  of the  Governing  Committee,  all of the
members  shall  constitute  a quorum.  Members of the  Committee  may be present
through  telephonic  methods.  No action  of the  Governing  Committee  shall be
effective unless authorized by the affirmative vote of a majority of the members
thereof.
                  (e) Minutes of the meetings of the Governing  Committee  shall
be kept by an individual  designated by the Committee and the said minutes shall
be presented to each of the parties hereto for their information.
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VIII.  Termination of Joint Venture
                  (a)  The Joint Venture shall be terminated upon:
                       (i)          the expiration of the term specified in
                                    Article VI hereof;

                      (ii)          the occurrence of an event providing for
                                    termination in either paragraphs (a) or
                                    (b) Article IV hereof; or

                     (iii)          consent of all of the parties.

                  (b) Upon the  termination of the Joint Venture for any reason,
its liabilities and obligations to creditors shall be paid from cash on hand, or
if such cash on hand is  insufficient,  then first from the proceeds of the sale
of  personal  property  of the Joint  Venture,  including  automobiles,  trucks,
machinery and equipment and next, from the sale of other properties of the Joint
Venture.  Any liabilities still remaining shall then be borne in the portion set
forth herein,  by the parties in accordance with paragraph V hereof.  Or, if any
assets remain after payment of all  liabilities,  they shall then be distributed
in the  following  manner,  but not to any  party  who  shall be  deemed to have
abandoned all of its rights in the Joint Venture, to wit:
                  (i)      All cash on hand shall first be  distributed  to each
                           party in an amount equal to the unliquidated  balance
                           of its capital  account plus the amount of the credit
                           balance of its income account and the  remainder,  if
                           any,  shall  be  distributed  to the  said  party  in
                           accordance with Article V hereof; and

             (ii)          All tangible  personal  property of the Joint Venture
                           shall be  segregated  and  either be  distributed  in
                           accordance with  subparagraph  (i) above, or shall be
                           sold and the proceeds    thereof shall be distributed
                           in the manner described in subparagraph  (i)   above;
                           and

            (iii)          All  real  property  and  all   intangible   personal
                           property of the Joint Venture shall be distributed in
                           the manner described in subparagraph (i) above.

                  (c) In the event that a  distribution  under the terms of this
Article shall be other than cash,  then the value to be applied to such property
shall be its market value as of the termination date, provided, that in the case
of  real  property  such  market  value  shall  be  determined  by  a  competent
professional  appraiser of real  property to be selected by the parties or their
legal representatives, as the case may be.

IX.      Fiscal Year; Accounting Basis; Income and Capital
         Account

                  The fiscal year of the Joint  Venture shall be the fiscal year
of ERHC, a public  company.  The Joint Venture's books and records shall be kept
in the  same  manner  and  fashion  as  ERHC  and in  accordance  with  standard
accounting procedures.  The priority of income distribution after payment of the
necessary and ordinary  business expenses shall be in payment in satisfaction of
the capital contribution/LOAN provided by ERHC under Article IV. Thereafter, the
income  account of each party shall be credited  with its share,  if any, of the
net income of the Joint  Venture for each fiscal year and shall be charged  with
(i) its share,  if any,  of the net loss of the Joint  Venture  for each  fiscal
year, and (ii) any amounts  distributed to it by the Joint Venture,  but only to
the
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extent  of the  credit  balance  of its  income  account  before  charging  such
distributions.  The capital  account of each party  shall be  credited  with the
capital  contributions,  if any,  made by it under  Article  IV above,  and such
account  shall be charged  with any  amounts  distributed  to it, if any,  which
pursuant to the preceding  sentence,  are not properly  chargeable to its income
account.  The balance in a party's capital account at any time shall be referred
to as its undistributed capital account.

X.       Banking
                  (a) The funds of the Joint Venture shall be kept in an account
designated, or in any other manner which may be agreed upon between the parties,
on deposit in a bank designated by the Joint Venture  Governing  Committee to be
drawn upon checks jointly signed by the designees of the Governing  Committee or
any other duly authorized officer (or representative) of each party.
                  (b) A  separate  account  entitled  the  ERHC/CENTRAM  Working
Account may be established  by the parties,  at such place and in such manner as
they  shall  determine,  to be  used in the day to day  operation  of the  Joint
Venture.  All funds in such  account  shall be  subject  to the  control  of the
Governing  Committee  and may be  drawn  upon  checks  signed  by any two of the
members of the Governing  Committee or by the Managing  Agent acting alone if so
authorized by the Governing Committee.

XI.  Transfer Restrictions
                  Without the written  consent of the other party, a party shall
not  sell,  assign  or  transfer  all or any part of its  interest  in the Joint
Venture except in accordance with the following procedures:
                  (a)  Initial Offer:
                  The selling  party  shall  first  deliver to the other party a
written Notice of Intention to sell, offering all (but not less that all) of the
interest of the selling party in the Joint Venture at the purchase  price and on
the terms specified therein,  whereupon the other party shall have the right and
option for a period of sixty (60) days  following  receipt  of such  Notice,  to
accept  the  offer  made in such  Notice,  to all of the  said  interest  at the
purchase price and upon the terms stated therein.  Such acceptance shall be made
by  delivering a written  Notice of  Acceptance to the selling party within said
sixty (60) day period.
                  (b)  Sale to Outside Purchaser:
                  If an effective  acceptance shall not be received  pursuant to
paragraph (a) above, then the selling party may sell all (but not less than all)
of its interest to any outside purchaser,  at a price not less than and on terms
not more  favorable  than the price and terms stated in the  original  Notice of
Intention  to sell,  at any time  during  the  period  of sixty  (60)  days next
following the expiration of the offers required by said paragraph (a); provided,
that such transferee shall agree to be bound by the terms of this Article XI.
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                  (c)  Failure to Sell to an Outside Purchaser:
                  If the selling party shall fail to sell all of its
interest  as  contemplated  by  paragraph  (b) above  within  the sixty (60) day
period,  then the provisions of the said Article shall continue to apply to such
interest  as if no  Notice of  Intention  to sell had been  originally  given in
connection therewith.

XII.  Definition
                  For the purposes of this  Agreement,  the terms net income and
net loss shall mean the income  (including the gain, if any,  resulting from the
sale of all or any part of the  properties of the Joint  Venture) or loss of the
Joint  Venture  as  reflected  in its  books as  audited  by the  accountant  or
accounting firm servicing the Joint Venture.

XIII.  General Provisions, Miscellaneous
                  (a) All notices,  requests,  consents and statements hereunder
shall be deemed to have been properly  given if mailed from by Federal  Express,
Express Mail or by certified U.S.  mail,postage  prepaid,  or if sent by prepaid
telegram, addressed in each case as follows:
                           (i)      If to ERHC, care of:

                                    James A. Griffin, Esq.
                                    420 Jericho Turnpike,
                                    Suite 321
                                    Jericho, New York 11753

                           (ii)     If to CENTRAM, care of:

                                    Charles Briley
                                    c/o CENTRAM
                                    APARTADO 1202 Colon
                                    Rep. De Panama

                  (b) This  Agreement  shall be deemed a contract made under the
laws of the State of New York and together  with the rights and  obligations  of
the parties  hereunder  shall be construed and enforced in  accordance  with and
governed by the laws of such State.
                  (c)  Each  party   agrees  to   execute   and  file  all  such
certificates, counterparts, amendments, instruments or other documents as may be
required  by the laws of the  State  of New  York  and by the laws of any  other
state,  county or  municipality,  to comply with any  fictitious or assumed name
statutes,  and to qualify  the Joint  Venture  for the  transaction  of business
therein.
                  (d) The parties  hereto agree to take such  further  action as
shall be necessary to carry out the  intention of this  Agreement  including the
execution and filing of such  documents and taking such steps as may be required
by any appropriate statute or regulation.
                  (e) This  Agreement  shall be binding  upon and shall inure to
the   benefit  of  the   respective   heirs,   successors,   assigns  and  legal
representatives of the parties hereto.
<PAGE>
                  (f) This  Agreement may be executed  simultaneously  in two or
more  counterparts,  all of which  together  shall  constitute  one and the same
instrument.
                  (g) The headings of Articles are solely for the convenience of
reference  and if there be any conflict  between  such  headings and the text of
this Agreement, the text shall control.

IN WITNESS WHEREOF,

ENVIRONMENTAL REMEDIATION HOLDING CORPORATION

Dated:  December 12, 1996

/s/ Sam L. Bass
------------------------------------
          SAM L. BASS, CEO

/s/ James A. Griffin
------------------------------------
    JAMES A. GRIFFIN, SECRETARY



CENTRAM MARINE SERVICES, S.A.

Dated:  December 12, 1996

/s/  Charles Briley
------------------------------------
       CHARLES BRILEY, PRES.






business.ven\joint3.ven
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