EXHIBIT 10.3


                    AS TRANSLATED FROM THE ORIGINAL CHINESE.



                             SHENZHEN KINDLION HOTEL




                        OPERATION AND MANAGEMENT CONTRACT







                                 SHENZHEN, CHINA


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                                    CONTENTS

Chapter 1      General Principles
Chapter 2      Facilities and Scope of the Hotel
Chapter 3      Responsibilities and Scope of the Appointee
Chapter 4      Rights and Responsibilities of the Appointer
Chapter 5      Authorized representatives of both parties
Chapter 6      Financial and Operational Management
Chapter 7      Human Resources Management
Chapter 8      Changes and Termination of the Contract
Chapter 9      Responsibilities on Breaches of Contract
Chapter 10     Supplementary Rules

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CHAPTER 1   GENERAL PRINCIPLES

Appointer: Shenzhen Kindlion Hotel Company Limited
Registered address: No. 15, Zhengxing Road, Buji Town, Longgang District,
Shenzhen, The People's Republic of China.
Appointee: Teda Hotels Management Limited
Registered address: The Special Administration Region of Hong Kong, The People's
Republic of China.
According to the Laws and Statutes of the People's Republic of China, the
Appointer and Appointee, after friendly negotiations, conclude the following
terms and conditions in respect of the appointment of the appointee by the
appointer to manage the Shenzhen Kindlion Hotel ("the Hotel"):

Rule 1:     The Appointer agrees to appoint the Appointee who will solely be
            responsible for the management of the Hotel under its authorization
            according to the terms and responsibilities listed in this contract.

            The Appointee agrees to accept the appointment by the Appointer
            according to the terms and responsibilities listed in this contract.

Rule 2:     The objective of the Appointer is to benefit from the management
            methods and experience of the Appointee 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 Appointee shall not change the
            nature of the Hotel as well as all the property ownership of the
            Appointer. The role of the Appointee is to provide to the Appointer
            hotel management services according to the terms and conditions
            listed in this contract. The Appointee will not assume any liability
            arising from any act in which the Appointee complies with the terms
            and conditions listed in this contract.

Rule 4:     The Appointee shall manage the Hotel in all ways in accordance
            with the terms and conditions during the management period.

Rule 5:     For those facilities installed in the Hotel during the committed
            period as stated in this contract, the Appointer shall have 100% of
            the ownership.

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CHAPTER 2  FACILITIES AND SCOPE OF THE HOTEL

Rule 6:     The Hotel, located at No. 15, Zhengxing Road, Buji Town, Longgang,
            Shenzhen, The People's Republic of China, is a three stars hotel
            serving overseas customers.

            Facilities of the Hotel include the followings:
            Auxiliary block 1st floor:  massage parlor
                            2nd floor:  gymnasium and entertainment centre
                            3rd floor:  restaurant
                            4th floor:  functions room
            Main block      5th -28th floor: 238 guest rooms and auxiliary rooms


CHAPTER 3   RESPONSIBLITIES AND SCOPE OF THE APPOINTEE

Rule 7:     The Appointee shall manage the Hotel in a careful and responsible
            manner so as to protect the interests of the Hotel.

Rule 8:     The Appointee shall commit to manage the Hotel in accordance with
            the laws and regulations of the People's Republic of China. In case
            of any penalty by the related bureau for contravention of the laws
            and regulations, the Appointee shall compensate the Appointer for
            the loss incurred.

Rule 9:     The Appointee shall be responsible for the establishment of the
            management structure and staff planning. The Appointee shall execute
            the proposals after the approval by the Board of Directors.

Rule 10:    The Appointee shall establish management systems and regulations for
            the Hotel, guidance for using the Hotel's facilities and clear-cut
            management standards for the Hotel's services within 180 days of the
            effective date of this contract. All important systems and standards
            shall be established within 90 days of the effective date of this
            contract. The systems, regulations and standards shall be executed
            by the Appointee after the approval of the Board of Directors.

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Rule 11:    The Appointee shall follow the management standards to plan and
            enforce staff trainings. Basically, all staff shall be trained
            locally. However, with the permission from the Appointer, part of
            the training courses can be taken place either in China or an
            overseas location where necessary. The Appointee shall ensure the
            all the trainings are completed

Rule 12:    The Appointee shall prepare the proposal on Company Image ("CI").
            The proposal shall be executed by the Appointee after the approval
            by the Board of Directors. All the facilities, wares, utensils,
            equipments, uniform and symbols shall be marked with logo of the
            Hotel. The external marketing materials including mass media
            advertisements may use the name of the Appointee.

Rule 13:    The Appointee shall provide the Board of Directors with a brief
            monthly report on or before the 10th day of the following month. A
            quarterly managerial report shall be submitted for the 3 months then
            ended within 15 days of the last day of the quarter, reporting on
            matters of administration, personnel affairs, financial management,
            status of equipment etc.

Rule 14:    If the economic return of the Hotel has large discrepancies with the
            budget, the Appointee shall report to the Board of Directors and
            take prompt action to improve the management systems. The Appointee
            shall implement the changes after approval by the Board of
            Directors.

Rule 15:    The Appointee shall submit monthly financial statements on or before
            10th day of the following month. The Appointee shall submit to the
            Board of Directors the annual financial statements of the previous
            fiscal year before the end of the second month in the year of the
            verification. The Appointee shall also submit an audit report issued
            by a certified public accountants firm in China which has been
            approved by the Board of Directors.

            The above financial statements includes but not limited to Balance
            Sheet, Profit and Loss Account, Statement of Appropriation of
            Profits, Statement of Costs of Services/Goods Sold, Statement of
            Operating Expenses, Statement of Administrative Expenses, Statement
            of Financial Expenses, Fixed Assets Register, Cash Flow Statement,
            Financial Ratios Analysis, Information of the first 10 customers and
            first 10 suppliers, List of Trade Debtors and the aging analysis
            etc.

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Rule 16:    The Appointee shall submit the financial budget for the next year
            for the verification and approval from the Appointer before 15th
            December each year. If the financial budget has not been approved by
            the Board of Directors after the Board has received the budget for
            four weeks, then the existing financial budget of the previous year
            after accounting for inflation rate shall be used. The inflation
            rate is based on the figures announced by the Statistics Council of
            Shenzhen.

Rule 17:    The Appointee shall set the prices for the hotel services according
            to the national standards in China.

Rule 18:    The Hotel facilities shall be newly acquired or changed with
            proposals presented by the Appointee under the actual operating
            circumstances. The Appointee shall be responsible to enforce the
            proposal after approval by the Board of Directors.

            The Appointee shall be responsible for protecting the facilities,
            maintaining their perfect status for usage. The Appointee shall be
            liable for the Hotel's guests' litigation or compensate the
            Appointer for the losses arising from the poor conditions of the
            facilities.

Rule 19:    The Appointee shall enhance the Hotel's quality of services
            according to the Hotel guests' complaint(s) or opinion(s). The
            Appointee shall report to the Board of Directors for any claim which
            may give rise to significant compensation(s) and present the
            proposed solution for Board's consideration and approval.

Rule 20:    The Appointee shall be responsible for contacting all the outsiders
            in connection with management and running of the Hotel. This
            includes purchases of goods from suppliers (including raw materials,
            foods, drinks, fruits, vegetable, meats, utensils, kitchen wares,
            tableware, uniform, fitness equipment, entertainment supplies,
            electronics equipment, furniture and fixtures and decorative
            materials etc), getting professional consultation services and
            liaison with the government.

            Without any prior approval from the Board of Directors, the
            Appointee is not allowed to conduct any transactions with its direct
            or indirect related companies in the name of the Hotel.

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Rule 21:    In order to achieve the concept of minimizing costs and maximizing
            economic returns, the Appointee shall endeavor to negotiate for the
            best prices from the suppliers of services and goods while provide
            the best services to the Hotel's guests at the same time.

Rule 22:    The Appointee shall obtain prior approval from the Board of
            Directors if it undertakes, in the name of the Hotel, any activities
            not within the terms as stated in this contract or the authorities
            granted by the Board.

Rule 23:    The Appointee shall execute all the resolutions passed by the Board
            of Directors.

Rule 24:    The Appointee shall be rewarded remuneration after completing its
            responsibilities stated in contract.

CHAPTER 4   RIGHTS AND RESPONSIBILITES OF THE APPOINTER

Rule 24:    The Appointer shall be responsible for the applications of all
            required documents and licenses and the provision of all the
            documents required for operation of a hotel. The Appointer shall
            provide these documents within a reasonable time so that the
            Appointee can enforce its terms stated in this contract.

Rule 25:    The Appointer shall follow the approved financial budget for the
            year and provide the Appointee with the operating capital for the
            year (at least two months' working capital) within a period of time
            as agreed with the Appointee.

Rule 26:    The Board of Directors shall conduct management meetings on a fixed
            or random basis in which the Appointee presents the business
            activities reports.

            Regular management meetings shall be held once every four months,
            within 20 days of the last day of the 4 months end. The actual
            timing of the meetings shall be decided by all parties concerned.

            The Board of Directors shall give a 7 days' written notice to the
            Appointee for all regular and irregular management meetings.

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Rule 27:    The Board of Directors has the right to appoint related party to
            examine the Hotel's income and expenses and internal control
            systems. The Appointee shall provide with all the information and
            working conditions.

CHAPTER 5   AUTHORIZED REPRESENTATIVES OF BOTH PARTIES

Rule 28:    The two parties agree that the Appointer shall appoint one
            authorized representative ("the Appointer's Representative"),
            representing the Appointer to supervise the activities carried out
            by the Appointee. The responsibilities and power of the Appointer's
            Representative shall be as follows:

            (1)   to represent the Board of Directors of the Hotel in
                  communicating and liaising with the Appointee;

            (2)   to represent the Board of Directors to receive the financial
                  statements, reports, correspondences and information etc.;

            (3)   to represent the Board of Directors to supervise on the
                  management activities of the Hotel;

            (4)   he has the right to participate in the meetings of all
                  department managers or above of the Hotel;

            (5)   he has the rights to check and read, transfer, summarize and
                  copy any information in connection with the management of the
                  Hotel; and

            (6)   he has the right to request the Appointee and its senior
                  managerial staff seconded to the Hotel to correct their
                  behaviors if they have not carried out their duties or have
                  committed any acts against the interests of the Appointer or
                  in breach of the resolutions passed by the Board of Directors.

Rule 29:    The Board of Directors is responsible for the appointment of the
            Appointer's Representative and the Appointer shall be responsible
            for Representative's remuneration.

Rule 30:    The Appointee shall provide the Appointer's Representative with all
            the required conditions for him to perform his duties.

Rule 31:    The Appointer's Representative can participate in the meetings of
            all departmental managers or higher grades.

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Rule 32:    The Appointee shall nominate one of its senior management staff
            seconded to the Hotel as its authorized representative. The basic
            responsibilities of the representative is to represent the Appointee
            in communicating, liaising with the Board of Directors and to
            receive on behalf of the Appointee reports and documents submitted
            by the Board of Directors. The Appointee shall decide the actual
            responsibilities of its authorized representative.

CHAPTER 6   FINANCIAL AND OPERATIONAL MANAGEMENT

Rule 33:    The income of the Hotel shall be deposited to its bank account. All
            the legal expenses shall be paid out of the bank account.

Rule 34:    The monthly cash flow budget of the Hotel can only be executed after
            obtaining the approval of the Appointer's Representative.

Rule 35:    The Appointer shall pay the Appointee 3% of the Hotel's total
            revenues as management fees.

Rule 35:    A 3% of the annual operating profits will be calculated as the
            incentive bonus for the Appointee. Depreciation of fixed assets,
            amortization of preliminary expenses, bank loan interests, insurance
            of fixed assets, income tax and management fees of the Appointee
            shall be excluded from operating profits in the calculation of the
            incentive bonus.

Rule 37:    The management fees and incentive bonus shall be denominated in
            Reminbi and paid in Hong Kong dollars, any gains or losses shall be
            borne by the Appointer.

Rule 38:    The Board of Directors shall examine the Hotel's monthly financial
            report submitted by the Appointee within 5 days after receiving the
            report. If there are no queries, the Appointer shall pay the
            management fees within 3 days after the verification. If there are
            queries, the fee shall be paid within 7 days after clarification by
            the Board of Directors.

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Rule 39:    At the end of every fiscal year, the management fees shall be
            adjusted based on the audit report prepared by a registered public
            accountant in China. Any discrepancies to the management fees shall
            be settled within 21 days after receiving the audit report. In case
            operating at a profit, the incentive bonus as mentioned in Rule 36
            shall be paid by the Appointer at the same time.

Rule 40:    For those operating expenses paid by the Appointee on behalf of the
            Hotel and approved by the Board of Directors, the Appointer shall
            verify the details and repay the amount within 7 days after
            receiving the monthly financial report from the Appointee.

Rule 41:    If Board of Directors does not have any queries on the monthly
            financial report and the management fees has not been paid on time,
            the Appointee shall deduct the management fees in the following
            month's bank account automatically. However, this does not apply to
            the full year's fee calculation.

Rule 42:    The Appointer has the right to manage the fund of the Hotel other
            than the two months' working capital. This includes but not limited
            to transfers, deposits or withdrawals etc.

CHAPTER 7   HUMAN RESOURCES MANAGEMENT

Rule 43:    The Appointee shall appoint not less than four senior managerial
            staff to the Hotel. These staff shall have at least 4 years' working
            experience as a senior managerial staff in a three stars hotel. The
            senior managerial staff is employed by the Appointee. However, its
            remuneration shall be paid by the Hotel and included in the Hotel's
            operating expenses.

Rule 44:    Prior approval from the Board of Directors shall be obtained for any
            overseas recruitment. The number of expatriate staff shall be three
            at the initial stage and the number shall be reduced in subsequent
            years. The Appointee shall endeavor to recruit staff in China to
            fill up the vacancies arising from the reduction in number of
            expatriate staff. The remuneration of the expatriate staff shall be
            paid monthly plus year end incentive bonus and shall be approved by
            the Board of Directors.

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Rule 45:    The Appointee shall be responsible for the recruitment and
            management of staff. The Appointee shall submit the working
            histories, certificates of education, identity cards and employment
            contracts of all middle class management or above to the Board of
            Director within one week of the commencement of the employment of
            the staff. The Appointee shall evaluate the performance all this
            staff and determine the awards or penalties on behalf of the
            Appointer. All the related documents shall be submitted to the Board
            of Directors within 7 days of the decision.

Rule 46:    All the staff shall be regarded as the employee of the Appointer.
            The Appointer shall be responsible for all the staff remuneration
            and welfare.

Rule 47:    The Appointee shall present the remuneration and welfare standards
            for the Hotel's staff to the Board of Directors for approval. The
            Appointee shall enforce in accordance with the standards after the
            approval of the Board of Directors.

CHAPTER 8   CHANGES AND TERMINATION OF THE CONTRACT

Rule 48:    Changes to this contract must be agreed by both parties..

Rule 49:    The Appointer shall have the right to terminate this contract if the
            Appointee cannot achieve the results set down by the financial
            budgets for 3 years.

CHAPTER 9   REPONSIBILITIES ON BREACHES OF CONTRACT

Rule 50:    The party who are in breach of this contract shall be responsible
            for the liabilities arising from the breach of contract.

CHAPTER 10  SUPPLEMENTARY RULES

Rule 51:    The Appointee shall submit to the Board of Directors the management
            proposal and the financial budget of the Hotel after this contract
            becomes effective for 30 days. After the approval of the Board of
            Directors, the Appointee shall be responsible for the
            implementation. The management and financial budgets are part of
            this contract and are legal documents. Changes to the Hotel's
            management plan and financial budget are allowed but agreement from
            all parties must be obtained.

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Rule 52:    If the Appointer intends to transfer its shareholding rights, the
            Appointee has the first priority to acquire such shares.

Rule 53:    If either party cannot complete his responsibilities in the contract
            because of uncontrollable forces, the affected party shall notify
            the other immediately following by submission of valid documents
            within 15 days of the occurrence of such event. The valid document
            must be certified by the local authority where the uncontrollable
            force took place. Both parties shall decide whether or not to
            terminate or partially waive the responsibilities of this contract
            in accordance with the consequences suffered by the affected party.

Rule 54:    The establishment, effectiveness, definitions, execution and
            arbitration shall be under the jurisdiction of the laws of the
            People's Republic of China.

Rule 55:    The Appointer and Appointee shall through friendly negotiations
            resolve any disputes arising from the enforcement of this contract
            or other matters concerning this contract. If any disputes cannot be
            settled by negotiations, either party can dissolve the dispute
            through arbitration at the Shenzhen Branch of China International
            Economic Arbitration Association. The arbitration made by the
            Association shall be final and legal binding on both parties. During
            the period of arbitration, except for the arbitration of the
            disputes, 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 56:    This contract is executed in Chinese in four copies, each party
            shall keep 2 copies. This contract shall become effective after its
            execution by the authorized representatives.

Rule 57:    The validity of this contract is 10 years from 1 October 2000 to 30
            September 2010.

Rule 58:    The Appointer and the Appointee shall notify each other party for
            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 telegram or fax. The registered office
            addresses of the Appointer and the Appointee shall be regarded the
            legal correspondence addresses.

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 Appointer:       Shenzhen Kindlion Hotel

 Authorized representative: Li Wa Shing
 Company Chop:
 Date: 18th October 2000.

 Appointee:       Teda Hotels Management Limited

 Authorized representative: Chang Zhi Ying
 Company Chop:
 Date: 18th October 2000.


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