EXHIBIT 10.2


                                   CONTRACT

                          Chapter 1. General Provisions

         In accordance  with the Law of the People's  Republic of China on Joint
Ventures Using Chinese and Foreign  Investment  and other relevant  Chinese laws
and regulations,  Hebei Cangzhou Area Construction Material Factory,  China, and
Heng Fai China Industries Ltd., Hong Kong, adhering to the principle of equality
and mutual benefit, through friendly negotiations, agree to the establishment of
a joint  venture  company  in  Shijiazhuang  City  Hebei,  China.  The  contract
hereunder is worked out.

                     Chapter 2. Parties of the Joint Venture

         1.       The parties of this contract are as follows:

                  Hebei  Cangzhou  Area  Construction  Material  Factory,  China
(hereinafter referred to as Party A), registered in Cangzhou City.
                  Legal address:  Yian zhen, Shijiazhuang City, China.
                  Legal representative:  Zhao Zhenguo.
                  Position:  Factory director.
                  Nationality:  P.R. China.

                  Heng Fai China  Industries  Ltd  (hereinafter  referred  to as
Party B), registered in Hong Kong.
                  Legal address:  7th Floor,  Baskerville  House, 22 Ice Street,
                  Central,  Hong  Kong.  Legal  representative:  Heng Fai  Chan.
                  Position: Chairman of the Board. Nationality: Britain.

                  Chapter 3. Establishment of the Joint Venture

         2.  Party A and  Party B, in  accordance  with the Law of the  People's
Republic of China on Joint  Ventures  Using Chinese and Foreign  Investment  and
other relevant Chinese laws and  regulations,  agree to set up the Joint Venture
Company (hereinafter  referred to as the JVC), Hebei Iron Lion Cement Co., Ltd.,
within the territory of the People's Republic of China.

         3. The name of the JVC shall be: Hebei Iron Lion Cement Co., Ltd. 
            Legal address: Yian zhen, Shijiazhuang City, China.

         4. All the activities of the JVC must be governed by the laws,  decrees
and pertinent rules and regulations of the People's Republic of China.

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         5.  The  organization  form of the JVC  shall  be a  limited  liability
company.  Each  party to the JVC is  liable to the JVC  within  the limit of the
capital scribed by it. The profits, risks, and losses of the JVC shall be shared
by the parties in proportion to their contributions of the registered capital.

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

         6. The  objectives  of the JVC  shall  be,  on the  basis  of  economic
cooperation   and  technical   exchange  and  by  adopting   domestic   advanced
technologies,  to establish  200,000-ton  vertical-kiln  production  lion [sic],
partly transform the technology,  develop the mine resources, so as to reach the
production  capacity of 800,000 tons and at last  1,200,000  tons to improve the
quality  of cement  through  scientific  management  so that the  cement the JVC
produced  shall  enjoy  priority  both  in  quality  and  price  in  the  market
competition and to increase economic returns and satisfactory profits.

         7. The  business  scope of the JVC shall be to produce  and sell series
products of cement; to develop new products.

         8. The business scale of the JVC shall be to produce, annually, 800,000
tons of series products of cement, and 1,200,000 tons within 10 years.

        Chapter 5. Total Amount of Investment and the Registered Capital

         9. The total  investment of the JVC is 134,615  million RMB yaun (equal
to 14,473  million  USD),  among which the  registered  capital shall be 134,615
million RMB yaun (equal to 14,473 million USD). The JVC can get 2.30 million USD
of loan from foreign financial institution.

         10. Party A shall  contribute  64.615 million which shall be 48% of the
total registered capital and Party B shall contribute 8.04 million USD (equal to
70 million RMB yuan) which shall be 52% of the total registered capital.

         11.  The two  Parties  shall  contribute  to the  JVC in the  following
manner:

         Party A shall inject its 60,000-ton  production  line and the premises,
infrastructure,  the right to use the site,  and the  industrial  property right
(see the attached appendix).

         The  total  assets  of Party A shall  be  appraised  by the  appraising
organization  which the two parties both agree before  injection.  The appraised
value shall be the basis of its injection. The Party A's assets transcend 64,615
million yuan will be rented by the JVC.  Party B shall  provide its injection in
cash,  and shall provide the concerned  technology  freely.  Party B shall be in
charge of  getting  2.30  million  (equal to 20  million  RMB yuan) of loan from
foreign financial institution according to the requirement.

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         12. The two Parties shall inject all their respective capital in stages
after  obtaining  the business  license.  Party A shall totally  contribute  its
injection in one time within 3 months after  obtaining the license,  in the same
time Party B shall  inject 40 million RMB yuan as the first  installment  of its
contribution,  the remaining  shall be injected within 12 months after obtaining
the license according to requirement of the subject.

         13. The JVC can't reduce its registered  capital in the duration of the
coorperation [sic].

         In case the JVC should increase or transfer its registered  capital, it
must have the board's  unanimous  consent and  approval of the Bureau of Foreign
Trade and Economic  Coorperation [sic] of Cangzhou,  and handle the registration
procedures  for such  changing in the  Administration  Bureau for  Industry  and
Commerce of Cangzhou.

         In  case  one  Party  should  transfer  part  or all of its  registered
contributions  to a third Party, it must have the consent of the other Party and
obtain the approval from the Administrative  Bureau for Industry and Commerce of
Cangzhou City. When one Party should transfer part or all of its  contributions,
the other Party shall enjoy the priority in purchasing it.

                           Chapter 6. Responsibilities

         14.  Party A and Party B shall  assume the  responsibilities  set forth
below:

         Responsibilities of Party A:

         1)  Handling  the  application  for  approval,  registration,  business
license  concerning  the  establishment  of the JVC from relevant  department in
charge in China; the expenses will be shared by the two Parties;

         2)  Injecting  in  time  due  capital  into  the JVC  according  to the
Stipulations of Articles 11 and 12 of this Contract;

         3) Assisting the JVC in purchasing or leasing equipment, materials, raw
materials,  articles for office use, means of transportation,  and communication
facilities;

         4)  Assisting  the  JVC in  contacting  and  settling  the  fundamental
facilities such as water, electricity and transportation etc.;

         5) Assisting the JVC in  recruiting  Chinese  management  and technical
personnel, workers and other personnel needed;

         6) Assisting foreign workers and staffs in applying for the entry visa,
work license and processing their travelling matters;

         7) Handle the changing procedure of the exploit right of the mine;

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         8) Other affairs entrusted by the JVC.

         Responsibilities of Party B:

         1) Injecting into the JVC due capital  according to the Stipulations of
Articles 11 and 12 of this  Contract,  assisting  Party A for  applying  for and
obtaining approval and business license and registrating affairs,  providing the
materials needed;

         2)  Assisting  JVC  develop and import new  products,  sell part of its
products abroad;

         3) Sending  staffs  into the  factory to make  investigation  and study
after the contract signed, and to attend the construction and management affairs
of JVC after the first lot of capital is injected;

         3) [sic] In charge of collecting  capitals  needed for the JVC to reach
its designed capacity of 100,000 tons of cement within 10 years;

         4) [sic] Put into Party A's bank  11,500 USD (equal to 100,000 RMB yuan
within 20 days after this contract is signed as down payment;

         4) [sic] Other affairs entrusted by the JVC.

                       Chapter 7. Distribution of Profits

         15. The JVC shall draw the  profits  after  duties 10% as  accumulation
fund,  5-10% as public welfare fund. The particular rate for every year shall be
decided by the board adhering to the business situation.

         16. The profits after duties and funds shall be distributed  every half
year or one year.  After the first  lot of  injection  contributed,  Party B can
attend  distribution  of profits,  the term shall be counted from the  injection
date. The profit shall be  distributed  according to the ratio of actual capital
to registrated  capital,  after Party B has actually  injected its capital,  the
profits shall be  distributed at the following  rate:  Party A 48%, Party B 52%.
Party B can remit its annual net profit to the appointed  bank abroad  according
to the stipulations of the Provisional  Regulations of the People's  Republic of
China on Foreign Exchange Control.

         17.  After  the  first  lot  of  injection  from  Party  B is  actually
contributed  to the JVC,  in case  there is loss,  it  should  be  shared by the
parties according to their ratio to the registered capital.

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                         Chapter 8. Selling of Products

         18. The  products are mainly sold on the  domestic  market,  when it is
possible the products will be sold on overseas markets.

         19. The JVC may export the products through following channels:

         1) The JVC may export the products directly;

         2) Sign the sales  contract with Chinese  foreign  trade  corporations,
entrusting them to be the sales agencies and the exclusive sales agencies;

         With the reference to the price on the international market and foreign
trade  corporation's  export  price,  the board  shall  decide the export  price
according to the quality of the product.  The specific  price General  President
decided shall be approved by the Chairman of the Board.

         20. The sales affairs on Chinese market shall be in charged by the JVC.

         21. "Iron Lion" is the trade mark of the JVC's products.

                        Chapter 9. The Board of Directors

         22.  The day on which the JVC is  registered  shall be the day on which
the Board of Directors is  established.  Party B can't interfere with the normal
business management of the original factory before its capital is injected.

         23. The Board shall consist of 7 members, three of which, including the
Vice-Chairman,  shall be appointed by Party A, and four of which,  including the
Chairman, shall be appointed by Party B. The terms of the Chairman and Directors
shall be 5 years and their  terms can be renewed if  continuously  appointed  by
each Party.

         24.  The  Board  shall  be the  highest  authority  to  decide  all the
important businesses of the JVC adhering to the principle of equality and mutual
benefit. The following items shall have the unanimous consent of the Board:

         1) Modification of the Articles of Association;

         2) Transferring of the registered capital of the JVC;

         3) Termination and disincorporation of the JVC;

         4) Merging of the JVC with other economic organizations.

         Decisions  for other  affairs  shall be made by simple  majority of the
Board.  Decisions  to  recruit  or  dismiss  the  General  President,   standing
vice-President, the developing plan for the

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JVC, the  production  and business plan,  the budget  program,  distribution  of
profits  and the  plan  for  wages  shall be made by more  than  two  thirds  of
Directors.

         25. The Chairman of the Board is the legal  representative  of the JVC.
When  the  Chairman  is not  able to  exercise  his  responsibilities,  he shall
authorize  the  Vice-Chairman  or  other  Directors  to  be  his  representative
temporarily.

         26. The Board of Directors shall convene at least twice every year. The
Meeting  shall be called and presided  over by the Chairman of Board.  Temporary
meetings  shall be called by the  Chairman  at the  proposal of one third of the
Directors. The minutes of the meetings shall be written in Chinese and be filed.

                     Chapter 10. Business Management Office

         27. The JVC shall  establish  the business  management  office to be in
charge of the daily management.  The General Manager shall be nominated by Party
A and the  standing  deputy  manager  in charge of  financial  affairs  shall be
nominated  by Party B. Some  deputy  managers  shall be  appointed  by the board
according  to the sum put  forward by the  General  President.  Both the General
Manager and the deputy General  Managers  shall be finally  engaged by the Board
and their terms shall be three years.

         28. The responsibilities of the General Manager is to carry out all the
decisions by the Board Meeting and organize and conduct the daily  management of
the JVC. The standing deputy General Manager shall assist the General  President
in his work and act on the General President's behalf with his authorize when he
is  absent.  The  chief  engineer,  chief  accountant,  chief  auditor  shall be
responsible to the General President, and in charge of technology, financial and
audit affairs  respectively.  The chief accountant shall be recommended by Party
A. In management  office,  some  department  managers shall be appointed.  Among
which, the financial  manager and  vice-manager  shall be recommended by Party B
and Party A respectively.

         29. The Board  Meeting  shall make  decisions  to dismiss  the  General
Manager  and  the  deputy  General  Managers  in  case  they  should  engage  in
malpractice for selfish end and severely neglect their duties.

                        Chapter 11. Purchase of Materials

         30. In purchasing required raw materials,  fuel, spare parts, machinery
and equipment,  vehicles of transportation  and articles for office use shall be
purchased firstly in China.

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                    Chapter 12. Preparation and Construction

         31. During the period of preparation  and  construction,  a Preparation
and Construction Office shall be set up under the Board of the Directors.

         32. The  Preparation  and  Construction  Office is responsible  for the
following  concrete  activities:  examining  the design of the project,  signing
project  construction  contract,  organizing  the  purchasing  and inspecting of
relevant equipment, materials, etc., working out the general schedule of project
construction,  complying the expenditure  plans,  controlling  project financial
payments and final accounts of the project,  drawing up managerial methods,  and
keeping and piling documents,  drawings,  files, and materials,  etc. during the
construction period of the project.

         33.  The  Preparation  and  Construction  Office  shall be in charge of
examining, supervising, inspecting, testing, checking, and accepting, evaluating
the project design, the equipment and materials.

         34. The  establishment,  remuneration  and the expenses of the staff of
Preparation  and  Construction  Office,  when  agreed by both  parties  shall be
covered in the project budget.

         35. After  completing the project and finishing the turning over of the
procedures,  the Preparation and Construction Office shall be dissolved upon the
approval of the Board of Directors.

                          Chapter 10. Labor Management

         36.  The  labor  contracts   covering  the   recruitment,   employment,
dismissal, and registration,  wages, labor insurance,  welfare, rewards, penalty
and other matters  concerning the staff and workers of the JVC shall be drawn up
between  the JVC and the  Trade  Union of it as a whole in  accordance  with the
concerned regulations and implementations of China.

         37.  The JVC  must  pay  Party A fees of labor  insurance  and  medical
treatment and the subsidies in accordance with the state  enterprise's  standard
in time,  then Trade Union will  supervise  the usage of it and turn over to the
financial department.

         38. The salary  standard of the staff from other  countries,  Hong Kong
and Macao shall be decided by the board  according to the standard of where they
come from.

         The  Board  of  Directors  shall  decide  appointment  of  high-ranking
administrative  personnel  recommended  by both  parties and the salary,  social
insurance,  welfare  and the  standard  of travel  expenses  etc for  them.  The
high-ranking  administrative  personnel from Party A and Party B shall enjoy the
equal pay for equal work.

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         39. The JVC shall be governed by the Labor Law of the People's Republic
of China and the relevant laws, regulations and detailed rules, then the JVC can
employ  workers  and  have  the  full  power in the  management  of  salary  and
personnel.

         40. The JVC implement the vacation and sick leave system referring that
of Cangzhou Area Construction  Materials Factory,  and pay the salaries as ruled
originally.

         41. The JVC shall arrange fitable posit [sic] for old and sick workers,
otherwise  implement  the retire  system inior [sic] the  factory,  and pay them
according the rules of Cangzhou Area Construction Materials Factory.

         42. The JVC shall  comply  with the  Protection  Regulations  on Female
Workers,  protect the legitimate rights and interests,  the female workers shall
enjoy  the  equal pay for equal  work.  The JVC shall  employ  not less than 20%
female workers.

         43. The Trade Union

         1) The Trade Union must be organized with the  democratically  selected
representatives.

         2) The Trade Union shall  protect the  legitimate  rights and interests
according to the stipulations of laws and regulations, coorporate [sic] with the
JVC for development.

         3) The Trade Union can consult  with the JVC or araise for  arbitration
or take lawsuits in case the JVC invade the interests of staffs and workers.

         4) The Chairman  shall join in making  decisions  concerning  the major
affairs.

         5) The Trade  Union have the right to work  independently  without  the
restriction from the JVC.

         6) The  expenses  for the  Trade  Union  shall  be paid  from  salaries
according to the stipulations of the People's Republic of China.

                      Chapter 14. Foreign Exchanges Control

         44. The JVC shall manue [sic] the foreign exchange affairs according to
the Provisional Regulations on Foreign Exchange Control of the People's Republic
of China and other regulations.

         45. The JVC shall open the  account in Bank of China or other  banks it
agrees.  All the foreign  exchange  incomes shall put into the account,  and the
expenditures shall be drawn from the account.

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         46. The JVC shall apply for foreign exchange and RMB loans according to
the Provisional Regulations on the Bank of China manue [sic] Loans for the Joint
Venture Companies Using Foreign and Chinese Investment.

                      Chapter 15. Taxes, Finance and Audit

         47. The JVC shall pay all the due taxes  according to the relevant laws
and regulations of the People's Republic of China.

         48. The JVC shall draw the  accumulation  fund, and public welfare fund
according to the  stipulations  of the Company Laws of the People's  Republic of
China. The particular rate for every year shall obey the stipulations of Article
15.

         49. The  accounting  year of the JVC shall  coincide  with the calendar
year, i.e. from January 1 to December 31 on the Gregorian calendar.

         All the JVC's  accounting  books,  statements  and  documents  shall be
written in Chinese.

         50. The JVC shall invite the public  accountants  chartered in China to
examine and  retrace  its finance and shall  report the results to the Board and
the General Manager.

         In case Party B thinks it necessary to invite foreign auditors to carry
out  annual  audit,  Party A shall  agree to it and  Party B shall  bear all the
expenses.

         51. The general  manager  shall,  within the first three months of each
operating  year,  be in charge of making the balance  sheet,  the  statement  of
profits and losses and the program of distributing  the profits and shall report
them to the Board for approval.

                         Chapter 16. Duration of the JVC

         52.  The  term of the JVC  shall  be 30  years.  The day on  which  the
business license is issued shall be the day on which the JVC is established.

         53. With the  unanimously  approval of the two parties and  decision of
the Board,  the JVC shall submit an  application  to the Bureau of Foreign Trade
and Economic  Cooperation  of Cangzhou for  prolonging the JVC 6 months prior to
the expiration of the JVC. If approved, the JVC shall be prolonged.

     Chapter 17. The Disposal of Assets After the Expiration of the Duration

         54. Upon the expiration of the duration or termination  before the date
of expiration of the JVC, liquidation shall be carried out according to relevant
laws.  The  liquidated  assets  shall  be  distributed  in  accordance  with the
proportion of investment by Party A and Party B.

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                              Chapter 18. Insurance

         55. All-risks  insurance policies of the JVC shall be underwritten with
The People's  Insurance Company of China. The type, value, and duration shall be
decided by the Board of Directors in  accordance  with the  stipulations  of the
People's Insurance Company of China.

       Chapter 19. The Amendment, Alteration and Discharge of the Contract

         56. The amendment of the contract or other  appendices  shall come into
force  only  after  the  written  agreement  signed  by Party A and  Party B and
approved by the original examination and approval authority.

         57.  In case of  inability  to  fulfill  the  contract  or to  continue
operation  due to heavy loss in successive  years as a result of force  majeure,
the duration of Joint Venture and the contract  shall be  terminated  before the
time of expiration after  unanimously  agreed upon by the Board of Directors and
approved by the original examination and approval authority.

         58. Should the JVC be unable to continue its  operations or achieve the
business  purpose  stipulated  in  contract  due to  the  fact  that  one of the
contracting parties fails to fulfill obligations  prescribed by the contract and
the  articles of  association,  or  seriously  violate the  stipulations  of the
contract  and  articles  of  association,  that  party  shall be  deemed  as the
unilaterally  terminates  the  contract.  The other party,  apart from  claiming
damages,  shall have the rights to terminate the contract in accordance with the
provisions of the contract after it is approved by the original  examination and
approval  authority.  If Party A and Party B of the JVC,  agree to continue  the
operation,  the party who fails to fulfill the  obligations  shall be liable for
the economic losses thus caused to the JVC.

               Chapter 20. Liabilities for the Breach of Contract

         59. In case Party B should  fail to  contribute  in time the capital to
the JVC  specified  in  Chapter 5 of this  Contract  and still  fail to make the
contribution  after 3 months,  Party A shall  have the right to  terminate  this
contract  according  to Article 53 of this  Contract and shall have the right to
expropriate the down payment.

         60. In case Party A should  fail to  contribute  in time the capital to
the JVC  specified  in  Chapter 5 of this  Contract  and still  fail to make the
contribution  after 3 months,  Party B shall  have the right to  terminate  this
contract  according  to Article 53 of this  Contract and shall have the right to
demand Party B to return two times of the down payment.

         61. In case this Contract and the  appendices  cannot be implemented or
part of them cannot be implemented  due to one Party's  fault,  this Party shall
bear the  responsibilities  thus caused.  Should it be fault of two parties they
shall bear their respective responsibilities according to actual situations.

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                            Chapter 21. Force Majeure

         62.  Should  either of the parties to the  contract be  prevented  from
executing contract by force majeure, such as earthquake,  typhoon,  flood, fire,
war and other  unforeseen  events,  and their  happening  and  consequences  are
unpreventable and unavoidable,  the prevented party shall notify the other party
by cable without any delay,  and within 15 days thereafter  provide the detailed
information  of the  event  and a valid  document  for  evidence  issued  by the
relevant public notary  organization  for explaining the reason of its inability
to execute or delay the execution of all or part of the  contract.  Both parties
shall,  through  consultations,  decide  whether to terminate the contract or to
exempt the part of obligations for  implementation of the contract or whether to
delay the  execution of the  contract  according to the effects of the events on
performance of the contract.

                           Chapter 22. Applicable Laws

         63. The  formation  of this  contract,  its  validity,  interpretation,
execution and  settlement  of disputes  shall be governed by related laws of the
People's Republic of China.

                       Chapter 23. Settlement of Disputes

         64. All disputes  arising from the execution of, or in connection with,
the  contract  shall be settled  through  friendly  consultations  between  both
parties. In case no settlement can be reached through consultation,  the dispute
shall be submitted to arbitration  organizations of China. The arbitral award is
final and binding upon two parties.  The losing Party shall bear the arbitration
expenses.

         65. During arbitration,  the contract shall be executed continuously by
both parties except for matters in disputes.

                              Chapter 24. Language

         66. The  contract  shall be written in  Chinese  and in  English.  Both
language have the equally authenticity.  In event of any discrepancy between the
two  aforementioned  versions,  the Chinese version shall prevail.  Both parties
shall have the two versions.

           Chapter 25. Effectiveness of the Contract and Miscellaneous

         67. The appendices, including the Articles of Association, shall all be
parts of this Contract.  In case there is any discrepancies between the contract
and the articles, the contract shall prevail.

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         68. This Contract and the  appendices  shall come into force on the day
of approval by the Bureau of Foreign Trade and the Economic Corperation [sic] of
Cangzhou City.

         69.  Should   notices  in  connecting   with  any  party's  rights  and
obligations be sent either by Party A or by Party B telegram or telex, etc., the
written  letter  notice shall be also  required  afterwards.  The legal  address
listed in the contract shall be the posting address.

         70.  The  contract  is  signed  in  Shijiazhuang  City,  China  by  the
authorized representatives of both Parties on September 3, 1994.

Party A:                                  Party B:

Cangzhou Area Construction Materials      Heng Fai China Industries Limited
Factory

Legal Representative:                     Legal Representative:

/s/ Zhao Zhenguo                          /s/ Fai H. Chan
- ------------------------------            ------------------------------------
Zhao Zhenguo                              Fai H. Chan

                                September 3, 1994

         I hereby certify that the foregoing is a fair and accurate  translation
of this document which was originally prepared in Chinese.

                                           /s/ Heng Fai Chan

                                          Heng Fai Chan, President
                                          Heng Fai China Industries, Inc.

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