EXHIBIT 10.5


                    AS TRANSLATED FROM THE ORIGINAL CHINESE.





                         TEDA INTERNATIONAL CLUB TIANJIN

                        OPERATION AND MANAGEMENT CONTRACT







                                 TIANJIN, CHINA

                                   APRIL 2002

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                                    CONTENTS

Chapter 1    General Principles
Chapter 2    Facilities and Scope of Committed Operation and Management Contract
Chapter 3    Responsibilities and Scope of the Management Company
Chapter 4    Commitments and Guarantees of the Management Company
Chapter 5    Rights and Responsibilities of the Property Owner
Chapter 6    Financial and Operational Management
Chapter 7    Human Resources Management
Chapter 8    Responsibilities on the Breaches and Termination of Contract
Chapter 9    Supplementary Rules


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CHAPTER 1   GENERAL PRINCIPLES

According to the Laws and Statutes of the People's Republic of China, Tianjin
Yide Real Estate Company Limited ("the Property Owner") located at the Tianjin
Economic and Technology Development Zone of the People's Republic of China and
Teda Hotels Management Company Limited ("the Management Company"), after
friendly negotiations, agree to appoint the Management Company who shall be
solely responsible for the management matters of the Teda International Club
Tianjin ("the Hotel") and the building management matters of the Tianjin Teda
International Apartments. Both parties agree to terms and conditions as stated
in this contract.

Rule 1:     The Property Owner agrees to appoint the Management Company who
            will be solely responsible for all management matters for the Hotel
            under its authorization according to terms and responsibilities
            listed in this contract. The Management Company agrees to accept the
            appointment by the Property Owner according to the terms and
            responsibilities listed in this contract. Both parties agree to name
            the Hotel as "Teda International Club Tianjin". Both parties shall
            adopt the Company Image and logo of the Tianjin Teda International
            Hotels Management Company Limited during the contracted period.

Rule 2:     The objective of the Property Owner is to benefit from the
            management methods and experience of the Management Company in
            elevating and meeting the Hotel's services quality, establishing the
            management methods and deriving satisfactory economic returns
            through the appointment.

Rule 3:     The parties recognized that the Management Company shall not change
            the nature of the Hotel as well as all the property ownership of the
            Property Owner.

Rule 4:     The Management Company shall manage the Hotel thoroughly in
            accordance with terms and conditions during the management period.

Rule 5:     During the management period stated in this contract, the Property
            Owner shall have 100% of the property ownership of the Hotel,
            including all its additional or newly constructed facilities listed
            in this contract.

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CHAPTER 2   FACILITIES AND SCOPE OF COMMITTED OPERATION AND MANAGEMET CONTRACT

Rule 6:     Address of the Hotel: No. 2 to 7 Fukang Road, Nankai District,
            Tianjin, China.

The Hotel facilities include the followings:
      Basement 2nd floor: car parking places and supporting services areas
      Basement 1st floor: car parking places and supporting services areas
      1st floor: lobby, restaurant, bar, VIP room, conference room, reading
      room, and supporting services area.
      2nd floor: restaurant, bar, KTV, snooker hall, chess and card playing
      room, visual and audio room, and supporting services areas
      3rd floor: 35 guests rooms and supporting services areas.
      4th floor: 15 guests rooms, fitness centre, restaurant, entertainment
      district and supporting services areas.
      5th floor: SPA facilities, beauty salon, swimming pool and supporting
      services arrears.
      6th floor: staff quarters, office and Teda International Apartments

CHAPTER 3   RESPONSIBILITIES AND SCOPE OF THE MANAGEMENT COMPANY

Rule 7:     The Management Company shall be responsible for preparing all works
            before the Hotel begin operation, including the establishment of the
            management department(s) and all staff arrangements. The
            remuneration of the staff shall be included in the construction
            financial budget of the Hotel with the approval of the Property
            Owner. The professional services and consultation fees related
            during the construction process shall be included in the
            construction financial budget with the approval of the Property
            Owner.

Rule 8:     The basic principle of the Management Company is to provide all the
            hotel guests with the four-star international hotel services. The
            Management Company shall follow the regulations and requirements of
            the Property Owner within 180 days, upon the effective date of this
            contract, establish the management system and regulations. At the
            same time, it shall prepare guidance for using the Hotel's
            facilities and clear management standards for the Hotel's services.
            Execution of any regulations and managements standards shall be made
            after the approval by the Property Owner. Any significant operating
            regulations and standards shall become effective within 90 days.

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Rule 9:     The Management Company shall follow the management standard, shall
            plan the on-job trainings, applying and enforcing the regulations in
            accordance management standards. It shall ensure the all the
            training is completed. Basically, all staff shall be trained
            locally. However, with the permission from the Property Owner, part
            of training courses can be taken place either in China or an
            overseas location where necessary.

Rule 10:    To establish the Company Image, all the facilities, wares, utensils,
            equipments, uniform and symbols shall be marked with the logo of the
            Hotel. The external marketing materials including mass media
            advertisements may use the name of the Management Company.

Rule 11:    The Management Company shall report to the Property Owner on a
            monthly basis. A quarterly managerial report shall be submitted for
            3 months then ended, reporting on matters of administration,
            personnel affairs, financial management, status of equipment etc. If
            the economic returns of the Hotel has large discrepancies with the
            budget, then the Property Owner shall discuss with the Management
            Company the necessary policies and solutions.

Rule 12:    The Management Company shall submit monthly financial statement
            before the 15th of every month (including the balance sheet and
            income statement) for the verification and examination of the
            Property Owner. The Management Company shall submit the annual
            financial statements consisting of a balance sheet and profit and
            loss statement of the previous fiscal year before the end of the
            second month in the year of the verification, for the examination
            and final approval of the Property Owner. The Management Company
            shall submit the financial budget for the next year for the
            verification and approval from the Property Owner before December
            each year. If the Property Owner and the Management Company cannot
            reach any mutual agreement after the Property Owner has received the
            budget for four weeks, then the Management Company can use the
            existing financial budget of the previous year by adding the
            inflation rate during the negotiating period. The inflation rate is
            based on the figures announced by the Statistics Council of Tianjin.
            The Property Owner shall notify the Management Company in writing
            for any financial queries, verification or auditing of the financial
            books and records 7 days before any process can be arranged.

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Rule 13:    The Management Company shall set the prices for the hotel services
            according to the national standards in China. Any significant
            changes must be approved by mutual agreement.

Rule 14:    The Hotel facilities shall be newly acquired or changed with
            proposals presented by either the Property Owner or the Management
            Company under the actual operating circumstances. The Management
            Company shall be responsible to enforce the proposal after the
            Property Owner makes the decision. The Management Company shall be
            responsible for protecting the facilities, maintaining their best
            possible status for usage. The Management Company shall be liable
            for the Hotel's guests' litigation resulting from damage of the
            facilities, except when the Property Owner does not agree to repair
            the damaged facilities or when the Management Company is not
            responsible for the damages to the facilities.

Rule 15:    The Management represents the Property Owner with respect to
            contractual obligations with all third parties on the Hotel's
            managerial matters, inclusive but not limited to local or overseas
            suppliers (raw materials, food, drinks, fruits, vegetables, meats,
            utensils, kitchen wares, tableware, uniforms, fitness equipment,
            entertainment supplies, electronics equipment, furniture and
            fixtures, decorative materials), obtaining professional consultation
            services and advices from the national department and councils.

Rule 16:    The Management Company shall enhance its quality of services
            according to the Hotel guests' opinion(s). The Management Company
            shall report to the Property Owner on any potential significant
            compensation(s). Both the Property Owner and the Management Company
            must ensure that all potential litigations are properly resolved.

CHAPTER 4   COMMITTMENTS AND GUARANTTEES OF THE MANAGEMENT COMPANY

Rule 17:    The Management Company shall commit and guarantee that the
            managerial activities is in compliance with the national laws,
            statutes and regulations, such as public order and security, fire
            safety, environmental protection, hygiene and epidemic prevention,
            labour laws, following the instructions and administration of the
            national executive department. The Management Company shall ensure
            its responsibilities and utmost efforts to protect the legal rights
            of the Property Owner.

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Rule 18:    The Management Company shall commit and agree to follow the terms
            and conditions stated in this contract in order to maintain the
            managerial standards and protect the interests of the Property
            Owner.

CHAPTER 5   RIGHTS AND RESPONSIBILITES OF THE PROPERTY OWNER

Rule 19:    The Property Owner shall be responsible for the application of the
            all approval documents and licenses and the provision of all the
            documents required by the Hotel (including the Approval Documents
            for Entertainment Places). The Property Owner shall provide these
            documents within a reasonable time so that the Management Company
            can enforce its terms stated in this contract. The Property Owner
            shall also be responsible for registering and obtaining the approval
            of this contract from the relevant departments.

Rule 20:    The Property Owner shall conduct management meetings on a fixed or
            random basis, to listen, consider and make recommendations based on
            the business activity reports provided by the Management Company.
            The routine management meeting shall be held every 4 months on
            regular basis. Property Owner shall notify the Management Company 14
            days in advance of the regular and any ad-hoc management meetings.
            It shall provide the Management Company with written records and
            minutes on the matters resolved.

Rule 21:    The Property Owner shall follow the approved financial budget for
            the year, providing the Management Company with the operating
            capital for the year (at least two months of working capital). The
            Property Owner shall deposit the cash for the working capital into
            the Hotel's bank account with the agreement of the Management
            Company in order to ensure that terms of this contract shall be
            enforced effectively.

Rule 22:    The Property Owner shall provide the Hotel with all the essential
            operating materials and fixed assets 14 days before the trial
            opening date. All the quantities provided must not be less than the
            minimum usage level for ensuring the Hotel's proper operation. The
            initial costs of the operating materials for the first time shall be
            treated as preliminary expenses or organization expenses. The
            operating materials include all kinds of uniforms, textile products
            made of garments, grasses and cotton, glasses, utensils and ware,
            china wares, silver wares, other table wares and kitchen wares,
            except those that are regarded as fixed assets and will be
            depreciated according to the National regulations.

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Rule 23:    The remuneration and the welfare expenses of the managerial and
            basic staff, office expenses, training expenses, advertising and
            marketing expenses during the construction periods shall be regarded
            as preliminary costs with the approval of the Property Owner. The
            Property Owner shall bear all these expenses.

Rule 24:    The Property Owner shall be responsible for all the Hotel's economic
            liabilities. The Management Company's role is only that of an
            employee of the Property Owner, managing the Hotel on behalf of the
            Property Owner. If all the legal business activities and relevant
            expenses related to management on behalf of the Property Owner, the
            Management Company is not subjected to any economic or legal
            liabilities.

CHAPTER 6   FINANCIAL AND OPERATIONAL MANAGEMENT

Rule 25:    The Property Owner shall pay the Management Company HK$89,000.00
            monthly for consultation services provided as preliminary expenses
            during the developmental and construction period. The preliminary
            period of development shall last from the date of the contract to
            July 2002. With this exception, the Property Owner is not subjected
            to pay any other management expenses incurred owing to the
            development period to the Management Company. These management
            expenses include the traveling, accommodation, remuneration and
            welfare expenses, for the consultation services charges of the
            Management Company. However, any direct expenses related to the
            remuneration and welfare expenses of the staff related to the
            development and construction, office expenses, training expenses,
            marketing and advertising expenses as well as managerial staff and
            general staff employed during the developing period shall be
            regarded as the preliminary expenses of the Hotel. The expenses
            concerning with the Hotel or any other expenses like remuneration
            and welfare of the any managerial and general staff or related
            expenses incurred from any joint projects shall be settled by the
            Hotel. All the operating revenues shall be deposited into the bank
            account of the Hotel. All legal costs shall be paid out of the
            Hotel's bank account.

Rule 26:    The Property Owner shall pay the Management Company 3% of the
            hotel's total revenues as management fees. The total revenue of the
            Hotel shall include income from other joint venture projects for
            other departments and management fees of the real estate project.
            The management fees shall be settled every month after the
            presentation of the monthly statement.

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Rule 27:    A 4% of the annual operating profits will be calculated as the
            incentive bonus for the Management Company. Depreciation of fixed
            assets, amortisation of preliminary expenses, bank loan interests,
            insurance of fixed assets, profits tax and management fees of the
            Management Company shall be excluded from operating profits in the
            calculation of the incentive bonus.

Rule 28:    The management fee and incentive bonus shall be paid when the
            Management Company has submitted the Hotel's financial statements of
            the previous month to the Property Owner after the expiration of 7
            days.

Rule 29:    At the end of every fiscal year, the Management Company shall submit
            an audited report of the previous fiscal year's financial reports
            signed by a registered public accountant in China. Any adjustments
            to the management fees or incentive bonus shall be settled within 21
            days.

Rule 30:    Apart from the management fees, other operating expenses of the
            Hotel paid on behalf of the Property Owner shall be submitted
            together with the monthly financial statements of the Management
            Company. The Property Owner shall settle these expenses within 7
            days after verification.

Rule 31:    If the Hotel is unable to settle the management fees on a timely
            basis, the Property Owner shall have the responsibility to settle
            the outstanding debt. This deduction shall not be applicable for the
            adjustment made to management fees at the end of the financial year.

CHAPTER 7   HUMAN RESOURCES MANAGEMENT

Rule 32:    All hotel staff is under the employment of the Property Owner. The
            Management Company can employ, promote, transfer or dismiss any
            hotel staff (including top managers) on behalf of the Property
            Owner. The Property Owner shall be responsible for the remuneration,
            welfares and all other economic and legal liabilities of all the
            employees.

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Rule 33:    The Management Company has the right to take appropriate action or
            terminate any employee of poor performance or who have breached the
            Hotel's staff regulations.

Rule 34:    The Management Company shall set up the hotel departmental unit(s)
            and management system(s) with the approval of the Property Owner.

Rule 35:    Employing staff: After the execution of this contract, the Property
            Owner shall authorize the Management Company to commence employing
            staff for the hotel. The Management Company shall interview and
            examine the candidates on behalf of the Property Owner. The position
            of General Manager shall obtain prior approval from the Property
            Owner. With this exception, the Management Company has the authority
            to issue employment contract to the appropriate candidates for all
            other positions.

Rule 36:    Overseas staff or staff from other Province(s): After the execution
            of this contract, the Property Owner shall authorize the Management
            Company to hire any staff outside China or from other provinces
            (outside staff) to assist in the establishment of the management
            systems. The remuneration of the outside staff shall be paid monthly
            net of tax paid plus the incentive bonus paid at the end of the
            year. The other fringe benefits shall follow the standards and
            regulations of the Teda Hotels Management Company Limited. The
            remuneration paid shall be recorded as operating expenses of the
            Hotel.

            (1)   Five staff shall be employed in the initial stage. The number
                  of outside staff shall subsequently reduce according to the
                  change in managerial staff needs.
            (2)   The remuneration and welfare of the staff employed outside
                  shall be similar to the employment policy set up for the Hotel
                  by the Management Company with the prior approval of the
                  Property Owner. The remuneration, welfare and labour policy of
                  the Hotel shall follow the "Labour Management Regulations for
                  the Joint-Venture Corporation in the People's Republic of
                  China" and its enforcement regulations.
            (3)   With the assistance of the Management Company, the Property
                  Owner shall be responsible for applying for China Travel Visa
                  and Stay or Working Permit on behalf of the staff employed
                  from outside China. The Hotel shall pay the hotel
                  accommodation expenses for the staff. These expenses shall be
                  recorded as operating expenses of the Hotel.
            (4)   The relevant costs of human resources planning in the Trial
                  Opening Day for the Hotel, including inviting and entertaining
                  the important persons of the Hotels, shall be treated as
                  preliminary expenses. These expenses shall be treated as
                  operating expense of the Hotel if they are incurred after the
                  Trial Opening Day.

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CHAPTER 8   RESPONSIBILITIES ON BREACHES AND TERMINATION OF CONTRACT

Rule 37:    If any party of this contract is in breach of the rules stated
            hereby resulting in the non execution of this contract, the party in
            breach of this contract shall be responsible for the liabilities. If
            both parties are in breach of this contract, both parties are
            subject to liabilities according to the actual circumstances.

Rule 38:    If the Management Company cannot complete the management plan within
            3 years or an operating loss is incurred, (Remarks: definition of
            operating profits is explained according to the general accounting
            principles and standards of the Hotel and Foods and Beverages which
            means, the total operating revenues after deducting the direct raw
            materials, direct operating taxes, direct staff salaries costs,
            administrative costs, electricity and fuel expenses, management fees
            of the Management Company, marketing and advertising costs, repair
            costs etc but before deducting the profits, depreciation of fixed
            assets, amortization of preliminary expenses, bank loan interest
            expenses, reservation fund, corporate development fund, staff
            incentives and welfare fund etc), both parties have the rights to
            terminate this contract.

CHAPTER 9   SUPPLEMENTARY RULES

Rule 39:    The Management Company shall submit the management proposal and the
            financial budget of the Hotel after this contract becomes effective
            but before the operation of the Hotel. After approval of the
            Property Owner, the Management Company shall execute the contract.
            The management and financial budget are included as part of this
            contract. The management plan and financial budget can be adjusted
            or amended according.

Rule 40:    The Hotel shall take out insurance coverage through the People's
            Republic of China Insurance Company or any other authorized
            insurance companies in China. The categories and sums insured shall
            follow the Insurance Regulations in China. The Property Owner shall
            responsible for implementing the insurance policy. The insurance of
            property and for third party accidents shall be paid directly by the
            Property Owner and insurance for all other categories shall be paid
            for through the Hotel's bank account.

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Rule 41:    If the Property Owner intends to transfer its shareholding rights,
            the Management Company has the priority to acquire the sale shares.
            The price of the transfer shares shall be decided by negotiations
            between both parties.

Rule 42:    If either party cannot complete his responsibilities in the contract
            because of uncontrollable forces, the affected party shall notify
            the other by telegram or with valid documents, explaining the
            reasons of delay in fulfilling all or part of this contract, or
            delaying the execution of this contract within 15 days. The affected
            party shall produce a valid document certified by the local
            department where the uncontrollable forces took place. Both parties
            shall decide whether or not to terminate or partially waived the
            responsibilities of this contract in accordance with the
            consequences suffered by the affected party.

Rule 43:    The establishment, effectiveness, definitions, execution and
            arbitrations shall be subjected to the law of the People's Republic
            of China.

Rule 44:    The Property Owner and Management Company shall through friendly
            negotiation resolve any disputes arising from the enforcement of
            this contract or other matters concerning with this contract. If any
            disputes cannot be settled by negotiations, either party can
            dissolve the dispute through arbitration at the local People's
            Courts. During the period of arbitration, the parties shall continue
            their own duties and responsibilities according to the terms stated
            in this contract without any delay unless their duties cannot be
            executed.

Rule 45:    This contract is written in Chinese, in six copies. The Property
            Owner shall keep three copies; the Management Company shall keep two
            copies and the Notary Department of Tianjin shall keep one copy.

Rule 46     This contract shall become effective after its execution by the
            authorized representatives and stamping of company chop. The
            validity of the contract is 10 years upon the signing of this
            contract from 1st May 2002 to 30th April 2012. After the termination
            of this management contract, the Property Owner cannot use the
            Company Image and logo of Tianjin Teda International Hotels
            Management Company Limited. The terms of this contract may be
            extended or a further one year before its expiry.

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Rule 47     All the supplementary documents of this contract cannot be separated
            from this contract.

Rule 48     The Property Owner and the Management Company shall notify each
            other in respect of all the matters relating to the rights and
            interests in writing. The notification(s) shall state if the party
            is communicating through other means, such as by telegram or fax.
            The registered office addresses of the Property Owner and the
            Management Company shall be regarded the legal correspondence
            addresses.

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<S>                                                     <C>
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Property Owner:                                         Management Company:
Tianjin Yide Real Estate Company Limited                Teda Hotels Management Company Limited
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Correspondence address: No. 8, the Second Avenue,       Correspondence address: Room 1801, Chinachem
Economic Technology Development Zone, Tianjin, China.   Johnston Plaza, 178 Johnston Road, Wanchai,
                                                        Hong Kong.
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Fax: (022) 2532-4913                                    Fax: (852) 2295-6977
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Authorized signature: Chang Zhi Ying                    Authorized signature: Godfrey Hui Chin Tong



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Company Chop                                            Company Chop



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Date: 29th April 2002.                                  Date: 29th April 2002.
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