EXHIBIT 10.2

                    AS TRANSLATED FROM THE ORIGINAL CHINESE.




                             YANGLING HORIZON HOTEL






                        OPERATION AND MANAGEMENT CONTRACT


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                                 YANGLING, CHINA

                                    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 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, Yangling
Garden Industrial Company Limited ("Property Owner") located at Yangling
Agricultural Hi-Tech Economic Zone in Shaanxi of China and Teda Hotels
Management Limited ("Management Company"), after friendly negotiations, is
hereby appointed the Management Company who shall be responsible for the sole
management of the Yangling Horizon Hotel ("the Hotel"). The terms and conditions
of this contract are as listed below by mutual agreement:

Rule        1: The Property Owner agrees to appoint the Management Company
            solely responsible for all management of the Hotel under its
            authorization according to the terms and responsibilities listed in
            this contract. The Management Company agreed to accept the
            appointment by the Property Owner according to the terms and
            responsibilities listed in this contract.

Rule        2: The aim 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
            mode 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 contract period.

Rule        5: During the committed period stated in this contract, the Property
            Owner shall have 100% of the property ownership of the Hotel,
            including all the facilities stated in this Contract.

CHAPTER 2   FACILITIES AND SCOPE OF COMMITTED OPERATION AND MANAGEMENT CONTRACT

Rule 6:     Address of the Hotel: No. 1, Taishengnan Road, Yangling Agricultural
            Hi-Tech Economic Zone, Shaanxi, China

            Facilities of the Hotel include the following:


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            Main building of the Hotel, Sub-buildings of the Hotel,
            10 blocks of villas,
            Staff quarters

CHAPTER 3   RESPONSIBILITIES AND SCOPE OF THE MANAGEMENT COMPANY

Rule 7:     The basic principle of the Management Company is to provide all the
            hotel's guests with the three-star international hotel services. The
            Management Company shall follow the regulations and requirements of
            the Property Owner 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 management standards shall be made after the
            approval of the Property Owner.

Rule 8:     The Management Company shall follow the management standard, shall
            plan the on-job training, applying and enforcing the regulations in
            accordance management standards. It shall ensure that 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 9:     To establish the Company Image, all the facilities, wares, utensils,
            equipment, 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 10:    The Management Company shall report to the Property Owner on a
            monthly basis. A quarterly managerial report shall be submitted for
            the 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 11:    The Management Company shall submit monthly financial statements
            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

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            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 have 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 the
            Shaanxi Province. 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.

Rule 12:    The Management Company shall set the hotel services prices according
            to the national standards in China. Any significant changes must be
            approved by mutual agreement.

Rule 13:    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 guests' litigation resulting from damage to 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 of the facilities.

Rule 14:    The Management Company 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 15:    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

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            the Management Company must ensure that all potential litigations
            are properly resolved.

CHAPTER 4   COMMITTEMENTS AND GUARANTTEES OF THE MANAGEMENT COMPANY

Rule 16:    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,
            labor 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.

Rule 17:    The Management Company shall commit and guarantee 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 18:    The Property Owner shall be personally responsible for the
            applications of all the required documents and licenses and the
            provision of all the documents required by the Hotel (including the
            Foods and Drinks Approval Documents and the Entertainment Places
            Approval Documents). 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 department(s).

Rule 19:    The Property Owner shall conduct management meetings on a fixed or
            random basis, to listen, examine and make recommendations based on
            the business activity reports provided by the Management Company.

Rule 20:    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.

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Rule 21:    The Property Owner shall provide the Hotel with all the essential
            operating material and fixed assets two weeks before the trial
            operating date of the Hotel. 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. This operating materials include all kinds of uniform,
            textile products made of garments, grasses and cotton, drinking
            glasses, utensils and ware, china wares, silver wares, other table
            wares and kitchen wares, except those that are regarded as fixed
            assets which shall be depreciated according to the National
            regulations.

Rule 22:    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 23:    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 24:    The Property Owner shall pay the Management Company 3% of the
            Hotel's total revenues as management fees. The management fees shall
            be settled every month after the presentation of the monthly
            statement.

Rule 25:    A 4% of the annual operating profits shall be calculated as the
            incentive bonus for the Management Company. Depreciation of fixed
            assets, amortization 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 26:    The management fees 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.

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Rule 27:    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 28:    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 29:    If the Hotel cannot settle the management fees on time, the Property
            Owner is responsible for paying the Management Company.

CHAPTER 7   HUMAN RESOURCES MANAGEMENT

Rule 30:    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
            hotel employees.

Rule 31:    The Management Company has the right to take appropriate action or
            terminate any employee for poor performance or who have breached the
            Hotel's staff regulations.

Rule 32:    The Management Company shall set up the hotel departmental unit(s)
            and management system(s) with the approval of the Property Owner.

Rule 33:    Staff employment: 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 contracts to the appropriate candidates for all
            other positions.

Rule 34:    Overseas staff: After the execution of this contract, the Property
            Owner shall authorize the Management Company to hire any staff
            outside China (overseas staff)

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            to assist in the establishment of the management systems. The number
            of overseas staff shall depend on the managerial needs of the hotel.
            The Management Company shall do its best to fill managerial
            positions locally. The remuneration of the overseas staff shall be
            paid monthly net of tax paid plus the incentive bonus paid at the
            end of the year. The Property Owner has the right to approve the
            remuneration of overseas staff.

CHAPTER 8   RESPONSIBILITIES ON BREACHES AND TERMINATION OF CONTRACT

Rule 35:    If any party in 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 36:    If the Management Company cannot complete the management plan within
            3 years or incurred an operating loss (Remarks: the 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 the contract.

CHAPTER 9   SUPPLEMENTARY RULES

Rule 37:    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 the 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 accordingly.

Rule 38:    The Hotel shall take out insurance coverage with the People's
            Republic of China Insurance Company or any other authorised
            insurance companies in China. The

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            categories and sums insured shall follow the Insurance Regulations
            in China. The Property Owner shall be responsible for the execution
            of insurance policy. The insurance on the property and for third
            party accidents shall be paid for directly by the Property Owner and
            the insurance for all other categories shall be paid for through the
            Hotel's bank account.

Rule 39:    If the Property Owner intends to transfer its shareholding rights,
            the Management Company has the first priority to acquire such
            shares. The price of the transfer shares shall be decided by
            negotiations between both parties.

Rule 40:    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 for the delay in fulfilling all or part of this contract, or
            the delay in 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 41:    The establishment, effectiveness, definitions, execution and
            arbitration shall be subjected to the laws of the People's Republic
            of China.

Rule 42:    The Property Owner and Management Company 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 negotiation, either party can resolve
            the dispute through arbitration. 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 43:    This contract is executed in Chinese in 9 copies, each party shall
            keep 4 copies. One copy shall be sent to the Yangling Agricultural
            Hi-Tech Economic Zone for notarization.

Rule 44:    This contract shall become effective after its execution by the
            authorized representatives and stamping of the company chops. The
            validity of this contract is 10 years upon the signing of this
            contract from 10th September, 2000 to 31st December, 2010. The term
            of this contract may be extended by one year before the expiry of
            this contract.

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Rule 45:    All the supplementary documents of this contract cannot be separated
            from this contract.

Rule 46:    The Property Owner and the Management Company shall notify each
            other in respect of all the matters relating to their 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>
A. Yangling Garden Industrial Company Limited        B. Teda Hotels Management Limited
   Correspondence address:                              Correspondence address:
   1 Taishengnan Road, National Yangling                Room 1801, Chinachem Johnston
   Agricultural Hi-Tech Economic                        Plaza, 178 Johnston Road,
   Zone.                                                Wanchai, Hong Kong.

Authorized representative:                              Authorized representative:
Ting Man Fung                                           Chang Zhi Ying


Position: Vice-Chairman                                 Position: Director



Company Chop:                                           Company Chop:






Date: 2nd September, 2000.                              Date: 2nd September, 2000.
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