Exhibit 10.15

                         FLOATING CONVERTIBLE DEBENTURE

         NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION
         HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR
         CANADIAN PROVINCE, OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"). THESE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD,
         PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION
         REQUIREMENTS.


December 15, 2003                                                   US$1,200,000

                           TENGTU INTERNATIONAL CORP.

FLOATING CONVERTIBLE DEBENTURE DUE DECEMBER 15, 2004

                  THIS DEBENTURE is issued by TENGTU INTERNATIONAL CORP., a
corporation organized and existing under laws of the State of Delaware (the
"Company"), and is designated as its Floating Convertible Debenture Due December
15, 2004.

                  FOR VALUE RECEIVED, the Company promises to pay to TOP EAGLE
HOLDINGS LIMITED, or its permitted assigns (the "Holder"), the principal sum of
One Million and Two Hundred Thousand Dollars (US$1,200,000.00) in the following
installments:

                  DATE                                         PRINCIPAL PAYMENT

                  June 1, 2004 (the "First Maturity Date")           US$200,000
                  December 15, 2004 (the "Second Maturity Date")   US$1,000,000

                  Notwithstanding the foregoing repayment schedule, within ten
(10) days following the closing of a Qualified Financing, the Company shall pay
to Top Eagle (the "Qualified Financing Payment") in cash an amount equal to the
lesser of (i) 50% of the value of the proceeds received by the Company in
connection with the Qualified Financing, and (ii) the entire principal and
accrued but unpaid interest on the 2004 Debenture outstanding as of the date of
the Qualified Financing Payment.



<PAGE>


                  The Company shall pay interest on the principal sum
outstanding from time to time quarterly in arrears at the per annum rate equal
to the best lending rate of The Hongkong and Shanghai Banking Corporation (as in
effect from time to time) plus two percent (2%) (the "Initial Interest Rate").
Accrual of interest shall commence on the first business day to occur in Hong
Kong after December 15, 2003 and continue until payment in full of the principal
sum of this Debenture has been made or duly provided for. Quarterly interest
payments shall be due and payable on March 15, June 15, September 15 and
December 15 of 2004, commencing with March 15, 2004. If any interest payment
date or applicable Maturity Date is not a business day in the State of New York,
then such payment shall be made on the next succeeding business day. In the
event that the principal sum of this Debenture, or any other sum due hereunder,
is not paid in full when due and payable, interest shall continue to accrue on
the balance of any unpaid principal sum and any other such amount until such
amounts are paid in full at the same rate as the Initial Interest Rate plus five
percent (5%) or the highest rate permissible under applicable law, whichever is
lower.

                  Accrued interest on this Debenture is payable in cash at the
address last appearing on the Debenture Register of the Company as designated in
writing by the Holder from time to time. Subject to the provisions of Paragraphs
3 and 4 below, the Company will pay the principal of and any accrued but unpaid
interest due on this Debenture on the applicable Maturity Date (or due in
connection with a Qualified Financing), less any amounts required by law to be
deducted, to the registered holder of this Debenture as of the tenth day prior
to the applicable Maturity Date and addressed to such holder at the last address
appearing on the Debenture Register. The forwarding of such check, or the
required number of shares of Common Stock of the Company, US$0.01 par value per
share (the "Common Stock"), determined pursuant to the provisions of Paragraph 4
below, shall constitute a payment of principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on this Debenture
to the extent of the sum represented by such check or the equivalent conversion
price value of such shares of Common Stock (as determined in accordance with
Paragraph 4 below) plus any amounts so deducted.

                  As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:

                  (a) The term "Company" includes any corporation which shall
         succeed to or assume the obligations of the Company hereunder.

                  (b) The term "Common Stock" includes all stock of any class or
         classes (however designated) of the Company, authorized on or after the
         date hereof, the holders of which shall have the right, without
         limitation as to amount, either to all or to a share of the balance of
         current dividends and liquidating dividends after the payment of
         dividends and distributions on any shares entitled to preference, and
         the holders of which shall ordinarily, in the absence of contingencies,
         be entitled to vote for the election of a majority of directors of the
         Company (even though the right so to vote has been suspended by the
         happening of such a contingency).



                                      -2-
<PAGE>


                  (c) The term "Qualified Financing" means a debt or equity
         financing consummated by the Company that closes at any time following
         the date hereof and prior to the Company's repayment in full of the
         outstanding principal and accrued but unpaid interest on this
         Debenture.

                  This Debenture is subject to the following additional
provisions:

                  1. The Company shall be entitled to withhold from all payments
of principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and the Holder shall execute
and deliver all reasonably required documentation in connection therewith.

                  2. This Debenture has been issued subject to investment
representations of the original purchaser hereof and may be transferred or
exchanged only in compliance with the Securities Act of 1933, as amended (the
"Act"), and other applicable state and foreign securities laws. The Holder shall
deliver written notice to the Company of any proposed transfer of this
Debenture. In the event of any proposed transfer of this Debenture, the Company
may require, prior to issuance of a new Debenture in the name of such other
person, that it receive reasonable transfer documentation including legal
opinions in form and substance reasonably satisfactory to the Company that the
issuance of the Debenture in such other name does not and will not cause a
violation of the Act or any applicable state or foreign securities laws. Prior
to due presentment for transfer of this Debenture, the Company and any agent of
the Company may treat the person in whose name this Debenture is duly registered
on the Company's Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture is overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary. This Debenture has been executed and
delivered pursuant to the Convertible Debenture Exchange Letter Agreement dated
as of December 15, 2003 between the Company and the original Holder (as amended,
supplemented or otherwise modified form time to time, the "Letter Agreement"),
and is subject to the terms and conditions of the Letter Agreement, which are by
this reference, incorporated herein and made a part hereof. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth for such
terms in the Letter Agreement.

                  3. Commencing on the date hereof, the Holder of this Debenture
is entitled, at its option, to convert the principal amount of this Debenture,
together with accrued but unpaid interest, into shares of Common Stock of the
Company (the "Conversion Shares") as follows:

                           (a) If the conversion right is exercised on or prior
to January 31, 2004, the Holder may convert up to US$200,000, or any portion
thereof, at a conversion price (the "Initial Conversion Price") for each share
of Common Stock equal to US$0.50; and



                                      -3-
<PAGE>


                           (b) Subject to the Holder's right to convert up to
US$200,000 of the principal amount of this Debenture at the Initial Conversion
Price in accordance with Paragraph 3(a) above, if the Holder exercises its
conversion right on or prior to the Second Maturity Date, the Holder may convert
up to the remaining principal amount, together with accrued but unpaid interest,
or any portion thereof, at a conversion price for each share of Common Stock of
US$1.50 (the "Final Conversion Price"). For the avoidance of doubt, if, prior to
January 31, 2004, the Holder elects to convert the outstanding principal and
accrued but unpaid interest on the Debenture in an amount (the "Total Conversion
Amount") exceeding US$200,000, US$200,000 of the Total Conversion Amount shall
be converted into shares of Common Stock at the Initial Conversion Price, and
the remainder of the Total Conversion Amount shall be converted into shares of
Common Stock at the Final Conversion Price.

                  4. The entire unpaid principal amount of this Debenture and
accrued interest thereon outstanding on the Second Maturity Date shall, at the
option of the Holder, convert into Common Stock on the Second Maturity Date at a
conversion price equal to the Market Price minus an amount equal to twenty
percent (20%) of such Market Price (the "Default Conversion Price" and together
with the Initial Conversion Price and the Final Conversion Price are
collectively referred to as the "Conversion Price"); provided, however, that
under no circumstances can the number of Conversion Shares exceed 50.1% of the
Common Stock outstanding as of the date of conversion. For purposes of this
Paragraph 4, "Market Price" means the average closing price for shares of the
Common Stock for the twenty (20) trading days prior to the Second Maturity Date.
In the event that shares of the Common Stock have not been traded during such
twenty (20) day period, the "Market Price" shall mean the average closing price
for shares of the Common Stock for any twenty (20) consecutive trading days
during the six (6) month period immediately prior to the Second Maturity Date;
and, provided, further, that, if there has been no such trading activity during
such six (6) month period, the Holder and the Company shall discuss in good
faith a mutually satisfactory mechanism for formulating the "Market Price". The
number of shares of Common Stock and the amount of each Conversion Price are
subject to adjustment as provided herein.

                  5. (a) Conversion shall be effectuated by (i) the Holder
surrendering to the Company, (1) in the case of conversion of all outstanding
principal, this Debenture, or (2) in the case of partial conversion, an agreed
form of release and discharge to the extent of the principal amount to be
converted together with (ii) the form of conversion notice attached hereto as
Exhibit A (the "Notice of Conversion"), executed by the Holder of this Debenture
evidencing such Holder's intention to convert this Debenture or a specified
portion hereof, and accompanied, if required by the Company, by proper
assignment hereof in blank. Interest accrued or accruing from the date of
issuance to the date of conversion shall, at the option of the Holder, be paid
in cash as set forth above or in Common Stock upon conversion at the applicable



                                      -4-
<PAGE>

Conversion Price on the Conversion Date. No fraction of a share or scrip
representing a fraction of a share will be issued on conversion, but the number
of shares issuable shall be rounded to the nearest whole share. The date on
which Notice of Conversion is given (the "Conversion Date") shall be deemed to
be the date on which the Holder faxes the Notice of Conversion duty executed to
the Company. Facsimile delivery of the Notice of Conversion shall be accepted by
the Company at facsimile number (416) 963-9659 Attn.: Chairman. One or more
certificates representing the number of full shares of Common Stock issuable
upon such conversion will be delivered, at the Company's expense, to the Holder
within ten (10) business days from the date the Notice of Conversion is
delivered to the Company. Delivery of shares of Common Stock upon conversion
shall be made to the address specified by the Holder in the Notice of
Conversion. For purposes of this Paragraph 5, "business days" shall mean days on
which commercial banks are open for business in Hong Kong and New York.

                           (b) The Company understands that a delay in the
issuance of shares of Common Stock upon a conversion
beyond the ten (10) business day period described in Paragraph 5(a) could result
in economic loss to the Holder. As compensation to the Holder for such loss, the
Company agrees to pay late payments to the Holder for late issuance of shares of
Common Stock upon conversion in accordance with the following schedule (where
"No. Business Days Late" is defined as the number of business days beyond ten
(10) business days after the date the Notice of Conversion is delivered to the
Company).

------------------------------ -------------------------------------------------
                                              Late Payment for Each
   No. Business Days Late                   $5,000 of Principal Amount
                                                 Being Converted
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             1                                         $100
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             2                                         $200
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             3                                         $300
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             4                                         $400
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             5                                         $500
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             6                                         $600
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             7                                         $700
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             8                                         $800
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             9                                         $900
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
             10                                       $1,000
------------------------------ -------------------------------------------------
------------------------------ -------------------------------------------------
        More than 10                    $1,000+$200 for each Business Day
                                           Late beyond 10 Business Days
------------------------------ -------------------------------------------------

                  The Company shall pay any payments incurred under this
Paragraph 5(b) upon demand in immediately available funds. Nothing herein shall
limit the Holder's right to pursue injunctive relief and/or actual damages for
the Company's failure to issue and deliver Common Stock to the Holder,
including, without limitation, the Holder's actual losses occasioned by any
"buy-in" of Common Stock necessitated by such late delivery. Furthermore, in
addition to any other remedies which may be available to the Holder, in the
event that the Company fails for any reason to effect delivery of such shares of
Common Stock within ten (10) business days from the date the Notice of
Conversion is delivered to the Company, the Holder will be entitled to revoke
the relevant Notice of Conversion by delivering a notice to such effect to the
Company, whereupon the Company and the Holder shall each be restored to their
respective positions immediately prior to delivery of such Notice of Conversion,
and in such event no late payments shall be due in connection with such
withdrawn conversion.



                                      -5-
<PAGE>


                  (c) If at any time (i) the Company challenges, disputes or
denies the right of the Holder to effect the conversion of this Debenture into
Common Stock or otherwise dishonors or rejects any Notice of Conversion
delivered in accordance with this Paragraph 5 or (ii) any Company stockholder
who is not and has never been an Affiliate (as defined in Rule 405 under the
Act) of the Holder obtains a judgment or any injunctive relief from any court or
public or governmental authority which denies, enjoins, limits, modifies, delays
or disputes the right of the Holder hereof to effect the conversion of this
Debenture into Common Stock, then the Holder shall have the right, by written
notice, to require the Company to promptly redeem this Debenture for cash at a
redemption price equal to one hundred ten percent (110%) of the outstanding
principal amount hereof and all accrued and unpaid interest hereon. Under any of
the circumstances set forth above, the Company shall be responsible for the
payment of all costs and expenses of the Holder, including reasonable legal fees
and expenses, as and when incurred in disputing any such action or pursuing its
rights hereunder (in addition to any other rights of the Holder), subject in the
case of clause (ii) to the Company's right to control and assume the defense of
any such action. In the absence of an injunction precluding the same, the
Company shall issue shares upon receipt of the Notice of Conversion.

                  (d) The Holder shall be entitled to exercise its conversion
privilege notwithstanding the commencement of any case under 11 U.S.C. ss. 101
ET SEQ. (the "Bankruptcy Code"). In the event the Company is a debtor under the
Bankruptcy Code, the Company hereby waives to the fullest extent permitted any
rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Holder's
conversion privilege.

                  6. The Conversion Shares: (a) shall be credited as fully paid;
(b) shall rank pari passu in all respects and form one class with the shares of
Common Stock then in issue and (c) entitle the Holder to be paid an appropriate
proportion of all dividends and other distributions declared, made or paid on
shares of Common Stock in respect of the calendar year in which the relevant
Conversion Date falls, but not in respect of an earlier financial year.

                  7. No provision of this Debenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, and interest on, this Debenture at the time place, and rate, and
in the coin or currency or shares of Common Stock, herein prescribed. This
Debenture is a direct obligation of the Company.

                  8. The Company shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock solely for the purpose
of effecting the conversion of the Debenture such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of the
Debenture; and, if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of the entire
outstanding principal amount of this Debenture, in addition to such other
remedies as shall be available to the Holder, the Company will use its best
efforts to take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes.



                                      -6-
<PAGE>


                  9. (a) In the event the Company shall pay a share dividend or
other distribution payable in shares of Common Stock on the shares of Common
Stock, or the issued shares of Common Stock shall be subdivided, combined or
consolidated, by reclassification or otherwise, into a greater or lesser number
of shares of Common Stock, the Conversion Price in effect immediately prior (and
each Conversion Price in effect subsequent) to such subdivision or combination
shall, concurrently with the effectiveness of such subdivision, combination or
consolidation, be proportionately adjusted. In the case of a share dividend or
other distribution payable in shares of Common Stock such adjustment shall occur
as follows: the Conversion Price that is then in effect (and in effect at any
time thereafter) shall be decreased as of the time of such issuance, or in the
event a record date is fixed, as of the close of business on such record date,
by multiplying the Conversion Price then (and thereafter) in effect by a
fraction (1) the numerator of which is the total number of shares of issued
Common Stock immediately prior to the time of such issuance or the close of
business on such record date, as the case may be, and (2) the denominator of
which is the total number of shares of issued Common Stock immediately prior to
the time of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that, if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Conversion Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion Price shall
be adjusted to reflect the actual payment of such dividend or distribution.

                           (b) Upon the occurrence of each adjustment of the
Conversion Price pursuant to this Paragraph 9, the
Company, at its expense, shall promptly cause independent certified public
accountants of recognized standing selected by the Company to compute such
adjustment in accordance with the terms hereof and prepare a certificate setting
forth such adjustment and showing in detail the facts upon which such adjustment
is based. The Company shall forthwith mail a copy of each such certificate to
the Holder and shall, upon the written request at any time of the Holder,
furnish or cause to be furnished to the Holder a like certificate setting forth
all such adjustments and (ii) the Conversion Price at the time in effect.

                  10. (a) If the Company shall (i) effect a reorganization, (ii)
consolidate with or merge into any other person, or (iii) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company within 24 months
from the date of such transfer (any such transaction being hereinafter sometimes
referred to as a "Reorganization") then, in each such case, the Holder of this
Debenture, on the exercise hereof as provided in Paragraph 3 at any time after
the consummation or effective date of such Reorganization (the "Effective
Date"), shall receive, in lieu of the shares of Common Stock issuable on such
exercise prior to such consummation or such effective date, the stock and other
securities and property (including cash) to which the Holder would have been
entitled upon such consummation or in connection with such dissolution, as the



                                      -7-
<PAGE>

case may be, if the Holder had so exercised this Debenture, immediately prior
thereto; provided that the successor corporation in any such Reorganization
where the Company will not be the surviving entity (the "Acquiring Company") has
agreed prior to such Reorganization in a writing satisfactory in form and
substance to the Holder that this Debenture shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities and property receivable on exercise after the consummation of such
Reorganization, and shall be binding upon the issuer of any such stock or other
securities (including, in the case of any transfer of properties or assets
referred to above, the person acquiring all or substantially all of the
properties or assets of the Company).

                           (b) In the case of any such Reorganization where the
Company will not be the surviving entity (the "Acquiring Company") and the
Acquiring Company has not agreed in writing satisfactory in form and substance
to the Holder to continue this Debenture, then the Company shall notify the
Holder in writing at least 30 days prior to the Effective Date of such
Reorganization. During the 30-day period following the Holder's receipt of such
notice, (the "Notice Period") the Holder, upon written notice to the Company,
may elect to:

                                   (i) exercise this Debenture or any part
thereof at an exercise price (the "Discounted Exercise Price") equal to the then
prevailing Conversion Price hereunder discounted at the Discount Rate (as used
herein the "Discount Rate" shall mean the then prevailing interest rate on U.S.
Treasury Notes issued on (or immediately prior to) the date of such 30-day
notice and maturing on December 15, 2004 (or immediately prior thereto), such
rate to be compounded annually through December 15, 2004, and in no event to be
less than 10% annually); or

                                   (ii) require the Company to pay to the Holder
an amount (the "Merger Profit Amount") equal to the difference between the fair
market value per share of Common Stock of the Company being purchased by the
Acquiring Company in the Reorganization and the Discounted Exercise Price
described in clause (i) above and the Debenture shall simultaneously expire. The
Merger Profit Amount shall be payable in the same form as the common
stockholders of the Company shall be paid by the Acquiring Company for their
shares of Common Stock of the Company. The fair market value of any noncash
property received from the Acquiring Company upon the Reorganization shall be
determined in good faith by the Board of Directors of the Company, as approved
by the Company's stockholders.

                  11. The Holder, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell otherwise dispose of this Debenture or the shares of Common Stock issuable
upon conversion hereof except under circumstances which will not result in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.



                                      -8-
<PAGE>


                  12. This Debenture and the Letter Agreement, and the
transactions contemplated hereby and thereby, shall be governed by and construed
in accordance with the laws of the State of New York. The Company consents to
the jurisdiction of the federal courts whose districts encompass any part of the
City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Debenture and
the Letter Agreement, and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.

                  13. Each of the following events shall constitute an "Event of
Default":

                  (a) The Company shall default in the payment of principal or
interest on this
Debenture and same shall continue for a period of three (3) days; or

                  (b) Any of the representations or warranties made by the
Company herein, in the Letter Agreement, the Investor Rights Agreement, any
Ancillary Agreement or in any agreement, certificate or financial or other
written statements heretofore or hereafter furnished by the Company in
connection with the execution and delivery of this Debenture or the Letter
Agreement shall be false or misleading in any material respect at the time made;
or

                  (c) The Company fails to issue shares of Common Stock to the
Holder or to cause its Transfer Agent to issue shares of Common Stock upon
exercise by the Holder of the conversion rights of the Holder in accordance with
the terms of this Debenture, fails to transfer or to cause its Transfer Agent to
transfer any certificate for shares of Common Stock issued to the Holder upon
conversion of this Debenture as and when required by this Debenture, and such
transfer is otherwise lawful, or fails to remove any restrictive legend or to
cause its Transfer Agent to transfer any certificate or any shares of Common
Stock issued to the Holder upon conversion of this Debenture as and when
required by this Debenture, the Letter Agreement or the Investor Rights
Agreement and such legend removal is otherwise lawful, and any such failure
shall continue uncured for five (5) business days; or

                  (d) The Company shall fail to perform or observe, in any
material respect, any other covenant, term, provision, condition, agreement or
obligation of the Company under the Letter Agreement, the Investor Rights
Agreement, any Ancillary Agreement or this Debenture and such failure shall
continue uncured for a period of thirty (30) days after written notice from the
Holder of such failure; or

                  (e) The Company shall (1) admit in writing its inability to
pay its debts generally as they mature; (2) make an assignment for the benefit
of creditors or commence proceedings for its dissolution; or (3) apply for or
consent to the appointment of a trustee, liquidator or receiver for its or for a
substantial part of its property or business; or

                  (f) A trustee, liquidator or receiver shall be appointed for
the Company or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such
appointment; or



                                      -9-
<PAGE>


                  (g) Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of
the Company and shall not be dismissed within sixty (60) days thereafter; or

                  (h) Any money judgment, writ or warrant of attachment, or
similar process in excess of Five Hundred Thousand US Dollars ($500,000) in the
aggregate shall be entered or filed against the Company or any of its properties
or other assets and shall remain unpaid, unvacated unbonded or unstayed for a
period of sixty (60) days or in any event later than five (5) days prior to the
date of any proposed sale thereunder; or

                  (i) Bankruptcy, reorganization, insolvency or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Company and, if
instituted against the Company, shall not be dismissed within sixty (60) days
after such institution or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the material
allegations of, or default in answering a petition filed in any such proceeding;
or

                  (j) The Company shall have its Common Stock suspended from
trading on an exchange or the Nasdaq OTCBB for in excess of fifteen (15) trading
days or delisted from trading on an exchange or the Nasdaq OTCBB for in excess
of two (2) trading days; or

                  (k) Mr. William Ballard shall voluntarily cease to be the
Chairman and a member of the Board of Directors of the Company.

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) this Debenture
shall immediately become due and payable, without presentment, demand, protest
or notice of any kind, any implied or express right to which hereby expressly
waived by the Company, anything herein or in any note or other instruments
contained to the contrary notwithstanding, and the Holder may immediately
enforce any and all of the Holder's rights and remedies provided herein or any
other rights or remedies afforded by law; provided that any payment of this
Debenture in connection with an Event of Default (other than a delisting of its
Common Stock pursuant to clause (j)) may be made, at the Company's election, in
cash or in shares of Common Stock, in such number as would be issued at the
Default Conversion Price,

                  14. Any provision of this Debenture may be amended, waived or
modified upon the written consent of the Company and the Holder.

                  15. Nothing contained in this Debenture shall be construed as
conferring upon the Holder or any other person the right to vote or to receive
dividends or to consent or receive notice as a shareholder in respect of any
meeting of shareholders or any rights whatsoever as a shareholder of the
Company, unless and to the extent converted in accordance with the terms hereof.



                                      -10-
<PAGE>


                  IN WITNESS WHERE OF, the Company has caused this Debenture to
be duly executed by an officer thereunto duly authorized.

Dated : December 15, 2003

                           TENGTU INTERNATIONAL CORP.

(Corporate Seal)


                           BY:      /S/ WILLIAM O.S. BALLLARD
                                    ---------------------------
                           NAME:    William O.S. Ballard
                           TITLE:   Chairman



Attest:


 /S/ MARILYN RYAN
 ----------------




                                      -11-
<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

                  The undersigned, the holder of the below-referenced Debenture,
hereby irrevocably elects to convert $ of the principal amount of the Floating
Convertible Debenture Due December 15, 2004 issued by Tengtu International Corp.
(the "Company") into Shares of Common Stock of the Company according to the
conditions and as of the date set forth below.*

Date of Conversion:
                   -------------------------------------------------------------

Principal Amount to be Converted:
                                 -----------------------------------------------

Applicable Conversion Price:
                            ----------------------------------------------------

Signature:
          ----------------------------------------------------------------------
[Name]

Address:
        ------------------------------------------------------------------------




* This original Debenture must be received by the Company by the tenth (10th)
Hong Kong business day following the Date of Conversion, if such conversion
represents the remaining principal balance of the Debenture.







                                      -12-
<PAGE>