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                                                                   Exhibit 10.12

                                                                    HK and Fesco



THIS AGREEMENT is made the 1st day of February, 1999

BETWEEN


         (1)      Jenson International Travel Services Limited, a limited
                  company incorporated in Hong Kong whose registered office is
                  situate at Flats A and B, 12th Floor, Gold Union Commercial
                  Building, No. 71 Connaught Road Central, Hong Kong ("Party A")
                  of one part; and

         (2)      Foreign Enterprise Service Corporation, Beijing, a limited
                  company incorporated in the Peoples Republic of China whose
                  registered office is situate at 14, Chaoyangmen Nandajie,
                  Beijing 100020, Peoples Republic of China ("Party B") of the
                  other part.

                  WHEREAS:-

                  (1)      Party A is desirous of appointing Party B as the
                           sub-contractor of several stages of several trips
                           from Canada/Thailand/Singapore to Xian in the
                           People's Republic of China via Hong Kong/Hong Kong
                           and Macau ("the Trips") for its operation in the
                           manners hereinafter stipulated.

                  (2)      Details of the Trips and the prices therefore ("the
                           Prices") (subject to seasonal fluctuation) are
                           contained in the several brochures ("the Brochures")
                           which are annexed hereto.

NOW THEREFORE IT IS MUTUALLY AGREED:-

1. Party A hereby appoints Party B as the sub-contractor for the operation of
those stages of the Trips ("the


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China Stages") from the reception of the customers of the Trips ("the
Customers") from Hong Kong in the Xian airport until the departure of the
Customers in the Xian airport back to Hong Kong. Party B hereby accepts such
appointment.

2. Party B shall not be responsible for any air ticket for the China Stages of
the Trips for the Customers.

3. Party B shall not be responsible for any insurance coverage for China Stages
of the Trips for the Customers.

4. Party B shall be responsible for all the costs and expenses within the ambit
of the operation of the China Stages of the Trips in the manners hereinafter
stipulated and in accordance with the Brochures.

5. In operating the China Stages of the Trips, Party B shall ensure that the
routes, the activities, the accommodations, the transportations (except any
airway parts), the guide-services and every other aspects of and incidental to
the China Stages of the Trips are operated in strict adherence to and compliance
with those modes, qualities and standards as specified in the Brochures.

6. In operating the China Stages of the Trips, Party B shall, when receiving,
entertaining and guiding the Customers, ensure that such trip names and/or
marks, signs or logos as specified in the Brochures shall be clearly,
distinctively and visibly exhibited, erected, posted up or hanged up so as to
allow the Customers to easily identify the same as the Trips for which they are
joining.

7. In order to perform its duties in operating the China Stages of the Trips,
Party B shall, upon receiving notice from Party A that any of the Trips is about
to commence, make without delay all preliminary arrangements and checkings such
as accommodation bookings, transportation bookings (except the airway parts),
sight-seeings availability and guide-services recruiting etc. so as to ensure
that the China Stages of the Trips can be properly and smoothly operated. In
case any problem is encountered or foreseen by Party B, it shall immediately


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informed Party A of the same so as to allow Party B of sufficient time to
consider the cancellation of the Trips. Party A undertake to give sufficient
prior notice to Party B of the commencement of any of the Trips as to allow
Party B of sufficient time to make such preliminary arrangements and checkings.

8. In case any complaint by the Customers is made to Party B or any problem is
encountered by Party B during the operation of the China Stages of the Trips,
Party B shall inform Party A of the same immediately and shall try its best to
resolve such complaint or problem promptly and fairly. In operating the China
Stages of the Trips, Party B shall be personally liable for and shall keep Party
A indemnified against any claims by the Customers arising from any breach of or
deviation from or non-fulfillment of those modes, qualities or standards in
respect of the China Stages of the Trips as specified in the Brochures PROVIDED
that any defence or exclusion or limitation factor available under the terms and
conditions for the provision of the Trips which are available to Party A to meet
such claims shall also be available to Party B in operating the China Stages of
the Trips.

9. Party B shall not without the consent in writing of Party A pledge or engage
the credit of Party A or enter into or purport to enter into any contract on
behalf of Party A.

10. Party B shall not without the consent in writing of Party A disclose to the
Customers its name as the sub-contractor or operator of the China Stages of the
Trips and shall ensure that such trip names and/or marks, signs or logos as
specified in the Brochures shall throughout the China Stages of the Trips be
used as the identifiers for the Trips to the Customers only.

11. In consideration of the services to be provided by Party B under this
Agreement, Party B shall be entitled to receive from Party A a remuneration
equal to 35% of the Prices paid by the Customers for the Trips. In case there is
any subsequent fluctuation in the Prices, the actual amounts to be received by
Party B shall be fluctuate accordingly PROVIDED that if there is any reduction
in the Prices without the prior consent of Party B, Party B shall be entitled to
refuse to take up those Trips at the reduced Prices.

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12. This Agreement shall commence on the date hereof and shall continue in force
thereafter until terminated:

         (a)      By either party giving not less than 3 months' written notice
                  of termination to the other; or

         (b)      Forthwith by either party giving written notice to the other
                  party in any of the following events:

                  (i)      if a distress or execution is levied against any of
                           the property of the other party and is not paid out
                           within 14 days; or

                  (ii)     if the other party ceases to carry on its business or
                           substantially the whole of its business; or

                  (iii)    if the other party announces that it is intending to
                           cease, or considering ceasing to carry on its
                           business or substantially the whole of its business;
                           or

                  (iv)     if an encumbrancer takes possession, or a receiver is
                           appointed of any party of the assets of the other
                           party.

13. The termination of this Agreement under the preceding clause shall not
prejudice any rights of either party in existence prior to the effective date of
termination. In the event of a termination under sub-clause (a) above the
termination shall not apply in relation to the Trips which have commenced prior
to the effective date of termination and the rights and obligations of each
party under this Agreement in respect of such trips shall survive the
termination and be enforceable notwithstanding such termination. In the event of
a termination under sub-clause (b) above such provision shall apply in relation
to the Trips commenced prior to the effective date of termination as the party
terminating this Agreement shall stipulation as being most appropriate


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for giving effect to the substance of this Agreement and the interests of the
Customers in the circumstances which have arisen.

14. Any notice given hereunder by either party to the other may be sent by
facsimile transmission or prepaid recorded delivery post to the party's address
given above in which event it shall be deemed to have been received within 2
working days after the date of posting. Any notice given by facsimile shall be
deemed immediately received upon confirmation of completion of such
transmission.

15. This Agreement shall supercede any and all previous agreements or
arrangements between the parties hereto.

16. This Agreement shall take effect on 1st January 1999 and shall be deemed
made on that day.

17. This Agreement shall be interpreted and governed by the laws of Hong Kong
and the parties hereto submit to the non-exclusive jurisdictions of the courts
of Hong Kong.


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SIGNED by   CHENG CHAO MING                 )
for and on behalf of Party A                )
in the presence of :-                       )



SIGNED by ______________________            )
for and on behalf of Party B                )
in the presence of :-                       )


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