Exhibit 4.2



NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE COMMON STOCK ISSUABLE UPON
CONVERSION HEREOF HAS BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR FOREIGN COUNTRY. THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED AND
MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED UNLESS SUCH TRANSACTION IS
REGISTERED PURSUANT TO THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN
SECURITIES LAWS OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO SUCH
REGISTRATION.

                           CONVERTIBLE PROMISSORY NOTE

$3,500,000.00 (U.S.)                                          February 21, 2003
                                                              Wanchai, Hong Kong

         FOR VALUE RECEIVED, subject to the terms and conditions hereinafter set
forth in this Convertible Promissory Note ("Note"), the undersigned, TEDA TRAVEL
INCORPORATED, a Florida corporation (the "Company" or "Maker"), with a principal
address of Suite 1801, Chinachem Johnston Plaza, 178 Johnston Road, Wanchai,
Hong Kong, hereby promises to pay to the order of MAGNOLIA GROUP HOLDINGS
LIMITED, a corporation registered in the British Virgin Islands ("Payee"), with
a principal address of Unit 1602, 16/F., Malaysia Building, 50 Gloucester Road,
Wanchai, Hong Kong, or such other address as Payee shall specify in writing to
Maker, in lawful money of the United States and in immediately available funds,
the principal amount of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
($3,500,000.00) (U.S.) or the aggregate unpaid principal balance of all amounts
from time to time outstanding hereunder as set forth in the Schedule to this
Note attached hereto as Exhibit A and by this reference incorporated herein,
whichever amount is less.

         1. Payment Obligation. If not sooner converted into common stock of the
Company in accordance with Section 2 below, the principal amount of this Note
shall be due and payable on February 23, 2004 (the "Maturity Date"), together
with all interest accrued thereon through and including the Maturity Date at the
rate of two percent (2%) simple interest per annum. No payment of principal or
interest shall be due or payable from Maker to Payee prior to the Maturity Date.

         2. Conversion.

         2.1. Automatic Conversion. Entirely subject to and upon compliance with
the provisions of this Section 2.1, and all of the conditions set forth in
Section 2.2 herein and elsewhere in this Note, on the date (the "Conversion
Date") on which Payee receives the "Certificate of Satisfaction" (as defined in
Section 2.3 below), this Note shall, without any action required on the part of
either Maker or Payee, automatically convert into, and Maker shall be required
to issue and Payee shall be required to accept, in lieu of payment of the
indebtedness evidenced hereby, a number of shares of the Company's common stock
equal to the quotient of (a) a sum equal to the entire outstanding principal
amount of this Note, divided by (b) the "Conversion Price" (as defined in
Section 2.8 herein) in effect as of the Conversion Date.

                                  Page 1 of 8
<PAGE>

         2.2. Conditions to Conversion. The Board of Directors of the Company
has duly adopted resolutions (i) approving the terms of this Note, (ii) setting
forth amendments (the "Proposed Amendments") to the Articles of Incorporation of
the Company to authorize a suff icient increase in the authorized number of
shares of common stock of the Company for issuance upon conversion of this Note,
and (iii) directing that the Proposed Amendments be submitted to the
shareholders of the Company for approval at the next annual meeting of
shareholders of the Company called, in part, for such purpose. The automatic
conversion hereof is expressly conditioned upon and shall not occur unless and
until each of the following conditions (the "Conversion Conditions") shall have
been satisfied:

                  2.2.1. the shareholders of the Company shall have adopted the
         Proposed Amendments;

                  2.2.2. Articles of Amendment amending the Articles of
         Incorporation of the Company in conformity with the Proposed Amendments
         shall have been prepared, executed, filed and recorded, and shall have
         become effective, in accordance with Section 607.1006 of the Florida
         Business Corporation Act, as amended; and

                  2.2.3. the Board of Directors of the Company shall have
         reserved a sufficient number of shares of common stock of the Company
         for issuance upon conversion of this Note.

         2.3. Certificate of Satisfaction. Subject to the fiduciary duties of
its directors, officers and agents under applicable law, the Company shall use
its reasonable best efforts promptly to take or cause to be taken all actions
and to do or cause to be done all things necessary, proper or advisable to
satisfy the Conversion Conditions. Upon fulfillment of the Conversion
Conditions, the Company shall promptly deliver to Payee a certificate (the
"Certificate of Satisfaction") to that effect executed by an authorized officer
of the Company.

         2.4. Issuance of Share Certificates. As promptly after the Conversion
Date as reasonably practicable, the Company shall instruct its transfer agent to
issue and deliver to Payee at the address of Payee set forth on the Company's
records, without any charge to Payee, a certificate or certificates issued in
the name of Payee for the number of full shares of common stock of the Company
issuable upon the conversion of this Note.

         2.5. Status upon Conversion. Upon conversion of this Note, Payee shall
be deemed to have become the shareholder of record of the shares of common stock
into which this Note is converted on the Conversion Date (unless the transfer
books of the Company are closed on that date, in which event Payee shall be
deemed to have become the shareholder of record on the next succeeding day on
which the transfer books are open).

                                   Page 2 of 8
<PAGE>

         2.6. Taxes upon Conversion. The Company shall pay any and all taxes
(other than taxes in respect of income or gross receipts) that may be payable in
respect of the issuance or delivery of any shares of common stock on conversion
of this Note.

         2.7. Elimination of Fractional Interests. No fractional shares of
common stock shall be issued upon conversion of this Note, nor shall the Company
be required to pay cash in lieu of fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated and that all
issuances of common stock shall be rounded up to the nearest whole share.

         2.8. Conversion Price; Adjustment. The initial conversion price
("Conversion Price") of this Note shall be Fifty Cents ($0.50) (U.S.) per share.
The Conversion Price reflects the mutual intention of Maker and Payee that, in
the event that the total outstanding principal of this Note is Three Million
Five Hundred Thousand Dollars ($3,500,000.00) (U.S.) as of the Conversion Date,
upon conversion of this Note in accordance with the terms and conditions hereof
Payee shall be entitled to receive a total of Seven Million (7,000,000) shares
of the Company's common stock, which amount of shares would, together with the
One Million Seven Hundred Ten Thousand (1,710,000) shares of the Company's
common stock owned by Payee as of the date hereof, make Payee the owner of
sixty-seven point two percent (67.2%) of the Company's total outstanding shares
of common stock as of the Conversion Date. In the event of a reorganization,
recapitalization, change of shares, stock split, spin-off, stock dividend,
reclassification, subdivision or combination of shares, merger, consolidation,
rights offering, or any other change in the corporate structure or shares of
capital stock of the Company, the Board of Directors of the Company shall make
such adjustments in the number and kind of shares of stock of the Company
subject to conversion pursuant to this Note or in the Conversion Price, as it
deems necessary and appropriate, in its sole and absolute discretion, to give
effect to the aforementioned intention of Maker and Payee; provided, however,
that no such adjustment shall give Payee any additional benefits under this
Note. In the event of any adjustment pursuant to this Section 2.8, the Company
promptly shall: (i) place on file at its principal executive office an officer's
certificate signed by the chief financial officer or controller of the Company
showing in appropriate detail the facts requiring such adjustment, the
computation thereof, and the adjusted Conversion Price, and shall exhibit the
certificate from time to time to Payee of this Note if Payee desires to inspect
the same; and (ii) mail or cause to be mailed to Payee, in the manner provided
for giving notice pursuant to this Note, a notice stating that such adjustment
has been made and setting forth the adjusted Conversion Price.

         2.9. Reservation of Shares. The Company shall at all times from and
after the first date on which the Conversion Conditions are satisfied, reserve
and keep available out of its authorized and unissued shares of common stock,
for the purpose of effecting the conversion of this Note, such number of its
duly authorized shares as shall from time to time be sufficient to effect the
conversion of this Note. The Company covenants that all shares of common stock
issued upon conversion of this Note in compliance with the terms hereof will be
duly and validly issued and fully paid and non-assessable.

                                   Page 3 of 8
<PAGE>

         2.10. Exemption from Registration. Payee by its acceptance of this Note
acknowledges that any shares of the Company's common stock issuable upon
conversion of this Note (individually and collectively, the "Company
Securities") will be issued in accordance with an exemption from the
registration requirements under the Securities Act of 1933, as amended (the
"Securities Act"), and that the Company Securities cannot be sold, assigned,
transferred, hypothecated or otherwise disposed of, unless the Company
Securities are included in a registration statement filed with, and declared
effective by, the United States Securities and Exchange Commission (the "SEC"),
or if in the opinion of counsel reasonably satisfactory to the Company, an
exemption from the registration requirements is available. Payee by its
acceptance of this Note further acknowledges that, for the Company Securities to
be publicly sold by Payee, absent inclusion in an effective registration
statement, Payee would have to comply with Rule 144 as promulgated under the
Securities Act, which Rule, as currently in effect, requires among other things,
the satisfaction of a one-year holding period. Payee by its acceptance of this
Note further acknowledges and agrees that the Company is under no obligation to
include any of the Company Securities in any registration statement that may be
filed by the Company with the SEC. Payee by its acceptance of this Note hereby
further acknowledges that the Company Securities will bear an appropriate
restrictive legend and that a stop transfer notation will be placed on the
transfer agent's books and records. Payee by its acceptance of this Note
represents that it is acquiring the Company Securities solely for its own
account for investment purposes and not with a view to the distribution thereof.

         3. Assignment. This Note is not negotiable and may not be assigned or
transferred by Payee in any manner whatsoever.

         4. Prepayment. This Note may be prepaid in whole or in part at any time
prior to the Maturity Date or Conversion Date without any penalty.

         5. Replacement of Note. Upon receipt by Maker of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Note,
Maker shall make and deliver a new Note of like tenor, in lieu of this Note, if
(i) in case of loss, theft or destruction, Maker receives indemnity or security
reasonably satisfactory to it, (ii) Maker is reimbursed for all reasonable
expenses incidental to such replacement, and (iii) this Note is surrendered and
cancelled, if mutilated.

         6. Enforcement of Note. No delay or omission of Payee to exercise any
right or power occurring upon any default hereunder shall impair any such right
or power or shall be construed as a waiver of any such default or an
acquiescence therein.

         7. No Rights of Shareholders. Payee shall not have any of the rights
and privileges of a shareholder of the Company with respect to any shares of the
Company's common stock issuable upon conversion of this Note, in whole or in
part, prior to the Conversion Date.

                                   Page 4 of 8
<PAGE>

         8. Merger, Consolidation and Sale. Nothing contained in this Note shall
prevent any consolidation or merger of Maker with or into any other corporation
or corporations or other entity or entities (whether or not affiliated with
Maker) or successive consolidations or mergers in which Maker or its successor
or successors shall be a party or parties, or shall prevent any sale or
conveyance of all or any substantial portion of the assets of Maker to any other
corporation or entity (whether or not affiliated with Maker) authorized to
acquire and operate the same.

         9. Announcements and Public Reporting. Payee by its acceptance of this
Note acknowledges that Maker is a public reporting company subject to, among
other laws, rules and regulations, the public reporting requirements of the
United States Securities Exchange Act of 1934, as amended (the "Act"), and that
therefore Payee is also subject to the reporting requirements of the Act by
reason of its ownership of five percent (5%) or more of the Company's
securities, excluding any shares of the Company's common stock issuable upon
conversion of this Note. Payee by its acceptance of this Note furthermore
acknowledges and agrees that it shall, at its own expense, be solely responsible
for complying with all reporting requirements of Payee, relating to this Note or
otherwise relating to Payee's ownership of securities of the Company, including
without limitation filing any Forms 3 or 4 and amendments to Schedule 13D or
Schedule 13G. In addition, Maker shall, in addition to disclosing the
transactions contemplated by this Note as required by the reporting requirements
of the Act, be entitled to issue and/or release announcements to others, in its
sole and absolute discretion, of the completion of the transactions contemplated
by this Note at its expense. Maker by its execution and delivery of this Note to
Payee and Payee by its acceptance of this Note hereby agree to cooperate with
each other as reasonably required by the other to comply with this Section 9.

         10. Notices. Any and all notices, requests, demands, designations,
consents, offers, acceptances or any other communications to be given by any
party to any other party under the terms and conditions of this Note shall be in
writing and deemed received upon delivery if delivered in person, five (5) days
after mailing, if sent by certified mail or its equivalent, postage prepaid
return receipt requested, or on the next business day if sent by reputable
overnight courier, as follows:

               If to Maker:              Teda Travel Incorporated
                                         Attention: Godfrey Hui, CEO
                                         Suite 1801, Chinachem Johnston Plaza
                                         178 Johnston Road
                                         Wanchai, Hong Kong

               If to Payee:              Magnolia Group Holdings Ltd.
                                         Attention: Wang Zuo Fei, Chairman
                                         Unit 1602, 16/F., Malaysia Building
                                         50 Gloucester Road
                                         Wanchai, Hong Kong

Any party may change its address for receiving notice by written notice given to
the others named above in accordance with this Section 10.

                                   Page 5 of 8
<PAGE>

11. Miscellaneous.

         11.1. Authority to Contract. Maker represents and warrants to Payee
that Maker is authorized to enter into this Note and to be bound by its terms.

         11.2. Further Assurances. Each party agrees to execute and deliver any
and all such other and additional instruments and documents and do any and all
such other acts and things as may be necessary or expedient to fully effectuate
this Note and carry out the relationship contemplated hereunder.

         11.3. Governing Law and Venue. The validity, construction,
interpretation and effect of this instrument shall exclusively be governed by
and determined in accordance with the law of the State of Florida in the United
States of America, without giving effect to its choice of law provisions, except
to the extent preempted by the federal law of the United States of America,
which shall to the extent govern. Any action or claim arising from, under or
pursuant to this Note shall be brought in the courts, state or federal, within
the State of Florida, and the parties expressly waive the right to bring any
legal action or claims in any other courts. Maker by its execution and delivery
of this Note to Payee and Payee by its acceptance of this Note hereby consent to
venue in any state or federal court within the State of Florida having
jurisdiction over Broward County for all purposes in connection with any action
or proceeding commenced between the parties hereto in connection with or arising
from this Note.

         11.4. Headings. The section headings in this Note are inserted for
purposes of convenience only, and shall not affect in any way the meaning or
interpretation hereof.

         11.5. Partial Invalidity. If any provision of this Note is held
unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.

         11.6. Construction. This Note shall be interpreted without regard to
any presumption or rule requiring construction against the party causing this
Note to be drafted.

         11.7. WAIVER OF JURY TRIAL. MAKER BY ITS EXECUTION AND DELIVERY OF THIS
NOTE TO PAYEE AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE HERETO INTENTIONALLY,
KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN
CONNECTION WITH OR PURSUANT TO ANY DISPUTE AMONG THE PARTIES RELATED TO OR
ARISING FROM THIS ASSIGNMENT.

                              [SIGNATURE NEXT PAGE]

                                   Page 6 of 8


<PAGE>


         IN WITNESS WHEREOF, the Maker has executed this Note as of the date
first above written.


                            TEDA TRAVEL INCORPORATED,
                            a Florida corporation

                            /s/ Godfrey Hui, Chief Executive Officer



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<PAGE>

                                    EXHIBIT A
                                    ---------

                            TEDA TRAVEL INCORPORATED
                                SCHEDULE TO NOTE
                                ----------------
<TABLE>
<CAPTION>

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                                        Unpaid Principal    Borrowing Availability      Name of Person
Date             Amount of Loan         Balance of Note        Under Note               Making  Notation
====================================================================================================================
<S>              <C>                    <C>                 <C>                         <C>
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</TABLE>


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