EXHIBIT 10.1


                    AS TRANSLATED FROM THE ORIGINAL CHINESE.




                           Sino-Foreign Joint Venture

                    Tianjin Yide Real Estate Company Limited

                                    Contract




                                  China.Tianjin

                               28th October, 1999.

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                                    Contents

Introduction
Chapter 1         Definitions
Chapter 2         Joint Venture Parties
Chapter 3         Incorporation of Joint Venture Company
Chapter 4         Registered and Issued Capital
Chapter 5         Board of Directors and Management
Chapter 6         Foreign Exchange
Chapter 7         Company Financial Reporting and Accounting System
                  & Auditing Issues
Chapter 8         Taxation and Insurance
Chapter 9         Staff Management
Chapter 10        Representations and Guarantees by the Joint Venture Parties
Chapter 11        Responsibilities and Liabilities for Breach of Contract
Chapter 12        Terms and Termination of the Joint Venture Contract
Chapter 13        Applicable Laws, Resolution of Disputes and Arbitrations
Chapter 14        Others


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                                  INTRODUCTION

Under our mutual aims: active involvement in the national economic development;
providing an infrastructure and environment for investment; engaging in
long-term co-operation and deriving good returns as forecasted. On the principle
of mutual benefits, Tianjin Teda International Hotels Development Company
Limited and Wan Soong Pte Limited, after friendly negotiation, agreed to form a
new venture named Tianjin Yide Real Company Limited (hereby referred to as
"Joint Venture Company") under the laws of "Joint Venture Regulations of the
People's Republic of China" and other related regulations. The date of this
contract is on 28th October, 1999.

                              CHAPTER 1 DEFINITIONS

1.1   Authorised Licensing Council: Being the Tianjin Provincial Foreign
      Economic Trading Committee of China.
1.2   Approval Date: Being the date for which the Certificate of Approval under
      the Tianjin Provincial Foreign Economic Trading Committee of China.
1.3   Incorporation Date of Joint Venture Company: Being the date of business
      license issued by the National Industrial and Economic Legislative and
      Administrative Council.
1.4   Memorandum of Association: Being the memorandum of the company signed both
      by the joint venture parties.
1.5   Corporate Law of Joint Venture: Being the "Joint Venture Regulations of
      the People's Republic of China" and the "Sino-Foreign Joint Venture
      Practical Rules of the People's Republic of China".

                         CHAPTER 2 JOINT VENTURE PARTIES

2.1   Parties to this Contract
A.    Tianjin Teda International Hotels Development Company Limited
      -     Registered at the Provincial Industrial and Trading Legislative and
            Administrative Council of Tianjin.
      -     Registered office: No. 8, 2nd Avenue, Economic Development Zone,
            Tianjin.
      -     Legal representative: Liu Waimen Position: Director Nationality:
            Chinese

B.    Wan Soong Pte Limited
      -     Registered in Singapore
      -     Registered office: 1 North Bridge Road, #13-05 Hight Street Centre,
            Singapore 179094
      -     Legal representative: Li Washeng Position: Director
            Nationality: Chinese (Hong Kong)


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                CHAPTER 3 INCORPORATION OF JOINT VENTURE COMPANY

3.1         Company Name of the Joint Venture Company

            Chinese: [ILLEGIBLE]

            English:    TIANJIN YIDE REAL ESTATE COMPANY LIMITED
3.2         Registered Office of the Joint Venture Company
            No. 8, 2nd Avenue, Economic Development Zone, Tianjin.
3.3         Objectives of the Joint Venture:
            The Joint Venture Company shall be actively involved in: Assisting
            in the economic development and infrastructure on investment;
            Absorbing and using international and local scientific
            administrative and operational methods and experience; Making full
            use of the benefits from the Joint Venture Company and business
            channels from both parties; Initiating and building to be one of the
            first class world-wide known Sino-Foreign business corporation; and
            Contributing to attract more business opportunities and investments.
3.4         Business activities of the Joint Venture Company
            Major business activities of the Joint Venture Company: real estate
            development in leasehold properties, building management and related
            services, cultural and entertainment, gymnastics and relaxation
            services, and providing related information enquiry services.
3.5         Nature of the Joint Venture Company
            The Joint Venture Company is incorporated with limited liability
            under the laws of National Joint Venture and other related rules.
            Each Joint Venture shall only be liable to the capital funding
            requirement as stated in this agreement. At the same time, the
            sharing of profits shall be based on the ratio of subscribed
            registered capital by each party.
3.6         Legal Protection of the Joint Venture Company
            (1)   The Joint Venture Company is a legal entity in the People's
                  Republic of China. It is under the control and protection of
                  the Chinese Laws. Certainly, it enjoys its granted rights
                  within the Chinese Laws. Both joint venture parties should
                  contribute their most efforts in ensuring and securing all
                  operating administrative activities under legally approved
                  supervision and administrative procedures. The Joint Venture
                  Company shall comply with all the laws, restrictions, rules
                  and regulations in China.
            (2)   After the signing of this Contract, if new rules or most
                  favoured terms are granted under the new Chinese laws,
                  restrictions, rules and regulations related to taxation,
                  custom and excise, foreign exchange, leasehold properties
                  investments, commercial, entertainment, and gymnastics, then
                  the joint venture Company shall immediately take the necessary
                  steps to adopt the new rules so that it can enjoy the provided
                  benefits under the new conditions.

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                     CHAPTER 4 REGISTERED AND ISSUED CAPITAL

4.1         Subscribed Registered Capital of the Joint Venture Company
            The total registered capital subscribed for by the Joint Venture
            Company: Say Reminbi ninety-two million only. (RMB92,000,000)
4.2         The Authorised Registered Capital
            The authorised registered capital of the Joint Venture Company is:
            Say Reminbi Eighty million only. (RMB80,000,000).
4.3         Ratios and Methods of Investments
-           Ratios of the shareholding of the Joint Venture Parties shall be in
            accordance with the authorised registered capital: Capital to be
            paid by Party A: Say Reminbi fifty-two million (RMB52,000,000),
            payable in cash in Reminbi, representing 65% of the Joint Venture
            Company's authorised registered capital. Capital to be paid by Party
            B: Say Reminbi twenty-eight million (RMB28,000,000), payable in cash
            in United States Dollars, representing 35% of the Joint Venture
            Company's authorised registered capital.
            The final settlement and type of currency of Party B shall be
            calculated under the market exchange rate under the National
            Exchange Control Council in China on the settlement day.
4.4         Date of Allotments
            Both the Joint Venture parties shall pay up 50% of their subscribed
            registered capital within half a calendar year upon the issue of the
            business license. The outstanding 50% shall be paid within two years
            in accordance with the construction progress. The actual dates of
            settlements shall be decided by the Board of Directors of the Joint
            Venture Company.
4.5         Changes to the Authorised Registered Capital
            If necessary, under the mutual agreement between the Joint Venture
            Parties, the Company can increase the authorised registered capital.
            Any decisions to increase the authorised registered capital must be
            processed under the rules of the Joint Venture Contract.
4.6         Capital Verification Certificates
            After the payment of the subscribed authorized registered capital,
            Capital Verification Certificates shall be issued following audit
            reports on the investments issued by a recognized certified public
            accountant in China.
4.7         Non payment(s) of the Subscribed Registered Capital
            If any party is unable to pay the registered capital in accordance
            with the schedule, the party shall be subject to an interest for the
            period of late settlement payable to the Joint Venture Company. The
            chargeable interest rate is 2% over the basic interest rate for six
            months interest new currency loans.

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            Should any party fail to pay the registered capital or any portion
            thereof after 3 months, the equivalent share of the Joint Venture on
            the unpaid registered capital shall be taken up by the other party
            who shall act in compliance with the Contract.
4.8         Transfer of Shareholdings
            During the period of the Joint Venture, without the consent from
            other Joint Venture Parties and the certified notice from the
            related councils or department, shareholdings cannot be sold,
            transferred, secured, gifted or using other conditions to dispose of
            all or part of the shareholdings. If any party intends to sell all
            or part of its share, the other party has the first option to
            acquire the sale share. The party selling the share shall offer and
            warrant to the other party in writing that the selling terms offered
            are not inferior to those offered to the new third party. The other
            party shall within 30 days, reply to the selling party whether it
            accepts the offered selling terms. If the other party does not buy
            the sale share, its reply shall indicate whether it approves the
            sale to the new third party at the selling terms offered.
            The tranferor shall return the Capital Verification Certificate to
            the Joint Venture Company to effect the share transfer process. The
            returned Capital Verification Certificate shall be cancelled. A new
            Capital Verification Certificate shall be issued to the new third
            party.

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                   CHAPTER 5 BOARD OF DIRECTORS AND MANAGEMENT

5.1         Establishment of the Board of Directors

     The first meeting of the Board of Directors shall be held at the registered
     office on the incorporation date of the Joint Venture Company. The Board of
     Directors and Administrative office shall be established at the registered
     office.

5.2         Combinations of the Board of Directors

     The Board of Directors shall consist of three directors. Party A shall
     appoint two directors. Party B shall appoint one director. Party A shall
     also appoint the Chairman of the Board of Directors.

5.3         Appointment and Changes of Directors

     Both Joint Venture parties are required to submit written appointment
     letters for any appointments or changes of directors. The duration of
     office for each director is four years. Both parties can appoint their own
     directors. However, the terms of the directors can be extended upon expiry.

5.4         Power of the Board of Directors and Minutes of Meeting

     The Board of Directors is the ultimate governing body within the Joint
     Venture Company and is responsible all significant decisions relating to
     the Joint Venture Company.

     The powers and attorney of the Board of Directors and the agenda for
     meetings, including resolutions and notifications for Board of Directors'
     meeting are listed in the Company's Memorandum and Articles of
     Associations.

5.5         Meetings of the Board of Directors

     The Board meetings held by the Board of Directors shall be at least twice
     per annum held bi-annually. The meeting shall be held at the registered
     office of the Joint Venture Company. The Board of Directors meeting can be
     held at any other place if appropriate. Wherever the Board meet, the Joint
     Venture party shall provide the necessary and positive assistance (not
     limited to the immigration and emigration visas, travelling, accommodation
     and foods) towards the Board members.

5.6         Chairman of the Board of Directors

     The Chairman is the authorised representative for the Joint Venture
     Company. If the Chairman cannot undertake his responsibilities, he can
     appoint an executive director to manage the Boards' daily routine duties.

5.7         Operating Administrative office

     The Board of Directors shall approve and appoint a General Manager to take
     up routine daily affairs and administrative work of the Joint Venture
     Company. The General Manager shall become the Chairman of the
     administrative department. The Board of Directors shall employ the General
     Manager, Assistant Manager and managers according to the duties and
     responsibilities and remuneration as stated in the Memorandum and Articles
     of Association.

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                           CHAPTER 6 FOREIGN EXCHANGE

6.1         Management of the Foreign Investments

     The registered capital contribution of the Joint Venture Company from the
     foreign party (e.g. remittances overseas, exchange income and other foreign
     exchange income), shall be deposited into the national approved foreign
     currency account in China under the name of the Joint Venture Company.
     Similarly, all the remittance of foreign exchange must be remitted out from
     the same approved foreign currency account under the laws, restrictions,
     rules and regulations prevailing in China.

6.2         The Balance of Foreign Exchange Balances

     The Joint Venture Company must have the ability to maintain a balance
     between the receipts and payments by foreign exchange. Therefore, the
     Company must follow the prices approved by the Exchange Control Council
     according to the laws and regulations.

     CHAPTER 7 Company Financial Reporting and Accounting System & Auditing
               Issues

7.1  The Board of Directors shall set up the accounting policies of the Joint
     Venture Company (Financial Accounting Policies). The Financial Accounting
     Policies must follow China legal regulations and international accounting
     standards in practice. The accounts and books of the Joint Venture Company
     must accurately record all transactions, including receipts and payments,
     on accrual basis. They must reflect a true and fair view of the Joint
     Venture Company's Performance and Financial Affairs.

7.2  Independent Certified Public Accountant

     The Joint Venture Company is required to engage an independent registered
     Certified Public Accountant in China. His responsibilities are to audit and
     review the books and annual financial statements. The auditors'
     remuneration shall be paid the Company. The independent auditors must sign
     on the audit reports. Apart from this, either Joint Venture Party can
     employ their own auditors to audit at any time or annually at their own
     costs. The Joint Venture Company has the responsibility to provide
     assistance in any auditing processes.

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7.3  Accounts Records

     Under section 7.1, the accounting policy of the Joint Venture Company, the
     accounts and books much be recorded in a true and detailed manner. These
     records are required to be safely stored for a period stated as the
     national regulations. Either Joint Venture representative are allowed to
     check and reproduce the accounts and books at any time.

7.4  Accounting Methods and Accounting Units

     All books must be recorded in the currency of Reminbi. When closing the
     accounts, except with the permission from the Board of Directors to use
     other exchange rates approved within the restrictions of exchange control,
     all related transactions in foreign currencies must be stated or adjusted
     at the exchange rates on the date of transaction published by the National
     Exchange Administrative Council of China. The Joint Venture Company is
     required to obtain authorisation from the Board of Directors in meeting for
     the Company to open bank accounts denominated in Reminbi at any bank or
     financial institution legally.

7.5  Fiscal Year

     The Joint Venture Company shall use the Western calendar year. The fiscal
     year shall start on 1st January to 31st December of the year. The first
     fiscal year shall be from the date of incorporation up to 31st December of
     the second year. The last fiscal year shall be up to the last date of
     business.

7.6  Language

     All the accounts, books, statements and financial reports of the Joint
     Venture Company shall be recorded in Chinese.

                        CHAPTER 8 TAXATION AND INSURANCE

8.1   Taxation

      The Joint Venture Company is subjected to the profits tax according to the
      "Profits Tax Law of Sino-Foreign Company and Foreign Company in the
      People's Republic of China" and practice rule and details, and other
      related laws and regulations declared in China.

8.2   Most Favoured Treatments

      The Joint Venture Parties shall apply for free duty, tax deductions,
      privileges related profits tax under the Chinese Law and Regulations so
      that they can benefit from contracts with outsiders internationally.

8.3   The Joint Venture Company shall have insurance policies provided by the
      People's Republic of China Insurance Company or any other authorised
      insurance companies in China. If there are any risks which cannot be
      insured by the People's Republic of China Insurance Company or any other
      authorised companies in China (the coverage of insurance, regulations,
      types and categories), the Joint Venture Company shall seek insurance
      coverage for such risks with an overseas insurance company to ensure wider
      coverage. The type, price, and terms of the insurance policies shall be
      decided by the Board of Directors and executed by the Operating and
      Administration.

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                           CHAPTER 9 STAFF MANAGEMENT

9.1   Regarding staff management, including employment contracts, employment of
      staff, remuneration, dismissals and layoffs, welfare and labour insurance,
      these shall comply with the Joint Venture Company Law, the "Sino-Foreign
      Company Labour Management Regulations for the People's Republic of China"
      and the relevant regulations of Tianjin, and also other rules, regulations
      and restrictions applicable for handling labour matters. All the practical
      staff management affairs have been stated in the Memorandum and Articles
      of Association.

      CHAPTER 10 REPRESENTATIONS AND GUARANTTEES OF THE JOINT VENTURE PARTIES

10.1  Each Joint Venture Party should make the following representations and
      guarantees to other parties when entering into this contract:

      (1)   Both the Joint Venture Parties are required to submit a valid
            certificate of incorporation in China and all legal documents
            relating to the incorporation in their own country to the Approval
            Council of the Chinese Government.

      (2)   Both the Joint Venture Parties shall sign this Contract without
            breaching any laws or its own legal responsibilities.

      (3)   Both the Joint Venture Parties shall take all the essential steps to
            execute this Contract.

      (4)   Both the Joint Venture Parties shall sign and execute this Contract
            without breaching the laws, ordinances and arbitrations in China or
            in their own country.

10.2  Completion of Registration
      Party A is responsible for handling the application for the establishment
      the joint venture company, its registration and incorporation, the
      collection of license and other legal documents of the Joint Venture
      Company.
10.3  Other Litigation Responsibilities
      The Joint Venture Parties shall declare and guarantee that in the event of
      litigations not related to the Joint Venture Company, then any creditors
      collections of debts and bankruptcy shall be their own responsibilities
      and problems and shall not affect the proper operations of the Joint
      Venture Company. In all circumstances, except for suitable legal
      procedures, no party shall be allowed to liquidate or transfers or dispose
      its interests without any mutual agreement.

      CHAPTER 11 RESPONSIBLITIES AND LIABILITIES FOR BREACH OF CONTRACT

11.1  Breach of Contract
      Either party shall be considered to be in breach of this Contract if no
      response is received after 30 days from the receipt of warning
      notifications.

11.2  Consequences
      (1)   The party who breach the Contract shall compensate the Joint Venture
            Company with expenses, liabilities and damages, inclusive but not
            limited to the losses of the Joint Venture.
      (2)   If any losses resulted from the breach of Contract by either Joint
            Venture Party, the party who breach the Contract shall compensate
            all the damages related to the expenses, liabilities and losses,
            including interests incurred.
11.3        Frustrations (Uncontrollable Forces)
            If either party cannot complete his responsibilities in the Contract
            because of uncontrollable forces, then he is not considered to be in
            breach of contract according to the following circumstances.
      (1)   Uncontrollable forces must be out of the control of either party,
            e.g. fire hazards, water hazards, typhoons, earthquakes, embargoes
            or other natural hazards, wars, disorders, bands or military
            actions, outbreaks, rebellions or government impediments.
      (2)   Suspension of work, impediments or delays must happen during the
            execution of the contract by the Joint Venture Parties.
      (3)   The party affected must tried their best efforts to fulfill the
            contract, at least to minimize the loss or damages resulted from the
            uncontrollable forces.
      (4)   During the occurrences of uncontrollable forces, the affected party
            shall notify the other Joint Venture party formally in writing,
            providing detailed information, explaining the reasons for the delay
            in fulfilling all or part of this contract.
            In the event of uncontrollable forces, the contract shall be amended
            relative to the consequences to the Joint Venture party affected or
            exempt some duties and responsibilities of the affected party.

            CHAPTER 12 TERMS AND TERMINATION OF THE JOINT VENTURE CONTRACT

12.1        Terms of the Joint Venture Contract
            The license of the Joint Venture Contract shall be valid for 50
            years from the date of issue. This term shall be raised by one party
            and agreed by the other party of the Joint Venture in the first
            Board meeting. Six months before the lapse of the Contract, the
            Joint Venture Parties shall submit a written agreement to extend the
            Joint Venture Contract Terms with the original Approval Council.
            After the new Joint Venture Contract is approved, the Joint Venture
            Company can continue its operation.

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12.2        Termination and Liquidation
            Upon the occurrence of any events below, the Joint Venture Company
            shall follow the procedures stated in the Memorandum of the
            Association:
      (1)   The Joint Venture Company makes losses and is unable to continue its
            operations.
      (2)   As a consequence of the uncontrollable forces, the Joint Venture
            Company cannot continue its operations.
      (3)   The targets of the Joint Venture Company cannot be reached. If the
            above circumstances continue for a certain period, then one party
            shall recommend that the Joint Venture Contract be terminated to be
            agreed by the other party in a Board meeting. The Joint Venture
            parties shall get permission from the relevant authorities to
            dissolve the Joint Venture Contract.
12.3        The party who breach the Contract shall compensate the other party
            who fulfill the Contract or the Joint Venture Company for any
            losses, setbacks and unfavourable consequences. This compensation
            shall be applied at the Approval Council for the termination of this
            Joint Venture Contract.
12.4        Dissolution and Liquidation of the Joint Venture Company
            The Joint Venture Company can be dissolved with the resolution
            passed at a Board meeting and approval obtained from the original
            Approval Council. The procedures for liquidations, liquidation
            committee, allocations to be made upon liquidation are stated in the
            Memorandum of Association.

            CHAPTER 13 APPLICABLE LAWS, RESOLUTION OF DISPUTES AND ARBITRATIONS

13.1        Applicable Laws
            The establishment, validity, definitions, execution, changes and
            arbitration of this Contract shall be in accordance with laws
            applicable to the "The People's Republic of China". The Contract
            shall also be subjected to international laws, ordinances and common
            laws.

13.2        Disputes Resolutions
            If either party have any disputes over the definitions and execution
            of the Joint Venture Contract regarding the Memorandum and Articles
            of Associations, a resolution shall be passed by the Board of
            Directors on an equal, understandable basis. The resolution shall be
            passed under friendly negotiations.


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13.3        Arbitrations
            If any disputes cannot be settled within a reasonable period by
            negotiations, either party can dissolve the dispute through
            arbitration. The arbitration hearing shall take place after 30 days
            notice given to the China International Economic and Trading
            Arbitration Committee at Beijing. The arbitration shall proceed
            according to its ordinances and rules. The party lost the
            arbitration shall undertake all costs of the arbitration.

13.4        Continuance of Execution of the Contract
            During the period of arbitration, except for the disputes, the
            parties shall continue their own duties and responsibilities without
            any delay unless their duties cannot be carried on.

            CHAPTER 14 OTHERS

14.1        Effective Date
            This Contract shall be sent to the Approval Council after signature
            by both Joint Venture Parties. The approval date shall be the
            effective date.

14.2        Wordings and Copies
            Five copies of this Contract are prepared, all in Chinese. Either
            Joint Venture Party shall keep one copy each.

14.3        Amendments
            Any amendments to this Contract terms with the authorised signature
            from both Joint Venture parties requires the approval from the
            original Approval Council.

14.4        Other Matters
            Matters not anticipated in this Contract shall be executed according
            to the Ordinances, Rules, Statutes and Regulations existing in The
            People's Republic of China.

14.5        Notification
            All notifications from either Joint Venture parties shall be made in
            writing, transmitted by telefax, fax, telegram or prepaid registered
            post mailed to the recipient's confirmed address. These means of
            transmission of notices are considered to be valid delivery to the
            recipients.

A:                Tianjin Teda International Hotels Development Company Limited.
Address:          No. 8, 2nd Avenue, Economic Development Zone, Tianjin.
Postal Code:      300457
Telephone No.:(022)-25326000-888
Fax. No.:         (022)-25324913

B:             Wan Soong Pte Limited

Address:       1 North Bridge Road, #13-05 Hight Street Centre, Singapore 179094

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The Joint Venture Contract of Tianjin Yide Real Estate Company Limited is hereby
signed by the Joint Venture Parties authorised representatives.

A:          Tianjin Teda International Hotels Development Company Limited
            Authorised signature:
            Company Chop

C.          Wan Soong Pte Limited
            Authorised signature:
            Company Chop


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                    Tianjin Yide Real Estate Company Limited
                    ----------------------------------------
                Contract, Memorandum of Amendments of Resolution
                ------------------------------------------------

During the meeting of the Board of Directors dated on 6th January, 2002, all the
committee members of the Board of Directors unanimously passed the amendments as
follows:

(1)  The name of "Wan Soong Pte Limited" changed to "Teda Hotels Management
     Limited" in the Introduction of the original Joint Venture Contract.

(2)  The original Contract section 2.1 "B representative of the Contract" shall
     be replaced by "New B representative" that means,
     B:                             Teda Hotels Management Limited
     Location of registration:      Hong Kong.
     Registered office:             18th Floor,  Chinachem Johnston Plaza,
                                    178 Johnston Road, Wanchai, Hong Kong.
     Authorised representative: Chang Zhiying    Position: Chairman of Directors
     Nationality: Chinese

(3)  The original "B" in the Contract section 4.3 shall be changed as "New B".
     The ratio of the investment shall be changed at the same time: Investment
     of "B": equivalent to Reminbi 2,800,000 payable in cash in Hong Kong
     Dollars, representing 35% of total registered and authorised capital of the
     Joint Venture Company.

(4)  The name of "Wan Soong Pte Limited" in the Memorandum of Association shall
     be changed to "Teda Hotels Management Limited".

(5)  The "B" representative in the original section of 3.1 of the Memorandum of
     Association shall be changed as "New B".

     B:                             Teda Hotels Management Limited
     Location of registration:      Hong Kong.
     Registered office:             18th Floor, Chinachem Johnston Plaza,
                                    178 Johnston Road, Wanchai, Hong Kong.

     Authorised representative: Chang Zhiying    Position: Chairman of Directors
     Nationality: Chinese

(6)  The "B" in section 4.3 of the original Memorandum of Association shall be
     changed as "New B", the amount and ratio of investments shall be changed
     respectively, i.e. the investment of B shall be the equivalent of Reminbi
     2,800,000 payable in cash in Hong Kong Dollars, representing 35% of the
     registered and authorised registered capital of the Joint Venture Company.

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     Tianjin Teda International Hotels Development Company Limited
     Authorised signature:
     Company Chop

     Teda Hotels Management Limited
     Authorised signature:
     Company Chop

6th January, 2002


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                          AGREEMENT ON SHARE TRANSFERS
                          ----------------------------

Transferor of shares: Wan Soong Pte Limited
Registered office: 1 North Bridge Road, #13-05 Hight Street Centre, Singapore
                   179094
Authorised representative: Li Wah Shing              Position: Director
Transferee of shares: Teda Hotels Management Limited
Registered office: 18th Floor, Chinachem Johnston Plaza, 178 Johnston Road,
                   Wanchai, Hong Kong.
Authorised representative: Chang Zhiying       Position: Director

In accordance with the resolution passed by the meeting of the Board of
Directors of Tianjin Yide Real Estate Company Limited dated on 6th January,
2002, 35% of the shareholdings of the Tianjin Yide Real Estate Company Limited
shall be transferred from Wan Soong Pte Limited to Teda Hotels Management
Limited. Both the transferor and transferee agreed upon the following terms:
1.   The transferor, Wan Soong Pte Limited, shall transfer its 35% shareholding
     interests in the Tianjin Yide Real Estate Company Limited, to the
     transferee, Teda Hotels Management Limited. The transfer shall consist of
     the 35% shareholding interests of the Tianjin Yide Read Estate Company
     Limited Joint Venture Contract as well as its committed responsibilities
     stated in that Contract. The transferee agreed to accept the above transfer
     of shareholdings.
2.   After the signing of this agreement, the shareholders of the Joint Venture
     Company shall be changed from Tianjin Teda International Hotels Development
     Company Limited and Wan Soong Pte Limited to Tianjin Teda Hotels
     Development Company Limited and Teda Hotels Management Limited..
3.   The share transfer stated in the above agreement shall be registered in the
     Registration Council. The proper procedures and supporting documents shall
     be prepared by the Joint Venture Company and these must be in compliance
     with the laws, statutes, regulations and rules of China declared in the
     Joint Venture Contract and the Memorandum of Association.
4.   After the share transfer on Tianjin Yide Real Estate Company Limited, both
     the investing parties shall undertake to share in the profits as well as
     the risks and losses according to the ratio of the registered capital for
     each party.
5.   If there is any dispute during the execution of this Contract which cannot
     be dissolved within a reasonable period, either party of this agreement can
     submit for an arbitration at the China National Economic and Trading
     Arbitration Committee Council located at Beijing. The arbitration committee
     members shall proceed according to the regulations. The expenses of the
     arbitration shall be borne by the party who fail in the arbitration action.
6.   This agreement shall be legally effective after signing by the authorised
     representatives and stamped by the company. All share transfer shall be
     valid after the completion of all essential statutory regulations and
     procedures.

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Share Transferor:       Wan Soong Pte Limited
Authorised representative:
Company Chop:

Share Transferee:       Teda Hotels Management Limited
Authorised representative:
Company Chop:

6th January, 2002.