Exhibit 10.38

                                    AGREEMENT

         THIS AGREEMENT is made as of this 12th day of February, 2004, by and
between TENGTU INTERNATIONAL CORP., a corporation incorporated in Delaware,
United States of America ("TIC"), and ZHOU LIYING, as the last wishes executor
of Fan Qi Zhang (the "Last Wishes Executor").

                              W I T N E S S E T H:

           WHEREAS, FanQi Zhang, died on October 24, 2003. He wrote his last
wishes on September 30, 2003 and the description on share distribution to TIC
and the Board of Directors of TUC on October 2, 2004.

         WHEREAS, pursuant to the terms of his last wishes and the description
on share distribution, Mr. Zhang directed that 15 million shares (the "Shares")
of TIC Common Stock ("Common Stock") to be received by him from TIC is to be
used by the Representative to "solve the funding difficulties of" TENGTU CHINA
COMPANIES; and

           WHEREAS, the Last Wishes Executor (Executor), capable of civil
responsibility, legally received Mr. Zhang's authorization and is fully
empowered under Chinese law to enter into this agreement and carry out its
terms; and

WHEREAS, pursuant to Article 2.3.2 in Share Purchase Agreement entered into
between BEIJING TENGTU CULTURE & EDUCATION DEVELOPMENT CO., LTD., ("TTC'),
BEIJING JIADE TENGTU TECHNOLOGY GROUP CO. LTD., ("Jiade"), BEIJING ORIENTAL TAI
HE TECHNOLOGY DEVELOPMENT CO., LTD.. ("Tai He") and Mr. Zhang Fanqi:

TIC deliveries:

to Mr. Zhang, or its nominee(s) certificates evidencing Thirty Million
(30,000,000) shares of Common Stock (the "Shares"). The Shares have not been,
and will not be, registered under the Securities Act, and will be issued in a
transaction that is exempt from the registration requirements of the Securities
Act. Therefore, the Shares will be "restricted securities" under the U.S.
federal securities laws and cannot be offered or resold except pursuant to
registration under the Securities Act or an available exemption from
registration, including, but not limited to, Rule 144, which requires that the
Shares be held for at least one year.

WHEREAS, Tengtu China is faced with various funding difficulties in current
operation. The solution of the funding difficulties will be unavailable through
resale of the shares due to the minimum one year restriction on such actions. To
have the Shares registered for free resale and the proceeds of share resale to
be applied pursuant to Mr. Zhang's last wishes and Share Distribution
Description;




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         NOW, THEREFORE, in consideration of the above facts, both parties agree
to have the Shares registered and to be legally bound by the articles set forth
as follows:

                                    ARTICLE I

                DELIVERY OF SHARES; APPLICATION OF SALE PROCEEDS

1.        REGISTRATION, SALE AND PROCEEDS APPLICATION OF COMMON STOCK

1.1.      Upon the issuance of the Common Stock by TIC, the Shares shall be
          delivered to a trustee or escrow agent selected by TIC and Executor,
          to hold on behalf of Mr. Zhang's estate;

1.2.      TIC is in charge of share registration and have shares available for
          resale at any time;

1.3.      The trustee or escrow agent shall follow the resale instruction of TIC
          which shall keep Executor advised in advance. Proceeds of the share
          resale shall flow into the special funds account designated by the
          Executor;

1.4.      The Executor can not apply the proceeds of the share resale for any
          purposes except for solving the funding difficulties of Tengtu China
          in operation and any management charges incurred in connection with
          the establishment and maintenance of the fund account.

1.5.      Both parties agrees upon the following procedures of the fund
          application:

1.5.1.    TIC or Tengtu China Management Team ("Management Team" refers to any
          management team that may be organized by TIC in China market and TIC
          takes full responsibility for the team's actions) shall apply to
          Executor for the use of the funds;

1.5.2.    The Executor or its organized Fund Management Committee ("Committee")
          shall verify the use of the fund, and after confirming the use
          complies with the last wishes and Share Distribution Description, the
          Executor or the Committee shall disburse the fund;

1.5.3.    If the Executor has disputes with Management Team or TIC on Item
          1.5.2, the Executor shall have the final decision power pursuant to
          Mr. Zhang's last wishes and Share Distribution Description;

1.5.4.    The Management Team shall report the use of the fund to the Executor
          or the Committee accurately and in time;

1.5.5.    The Executor or the Committee shall have the right to inspect the use
          of the proceeds from time to time.



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1.6.      The Agreement shall be valid from the date of share issuance to the
          date when the tasks referred to in Mr. Zhang's last wishes and Share
          Distribution Description is fully completed.

1.7.      The termination of this Agreement shall mean that the trustee or
          escrow agent has completed its obligation on the entrusted Shares. The
          residual of the shares or proceeds shall be inherited by Mr. Zhang's
          legal heir under the Chinese Inheritance Law.

                                   ARTICLE II

                           EXPLANATIONS AND STATEMENT

2.        Explanation and Statement

2.1.      "Tengtu China" referred to in the last wishes means the companies or
          affiliates under the name of Mr. Zhang, including: 1) Jiade; 2) TTC;
          3) Beijing Tengtu Electronic Publishing Company, Ltd. (TEP); 4)
          Beijing Tengtu Tiandi Network Company, Ltd. (TTN); 5) Beijing Fengtai
          Tengtu Training Center: 6)Beijing Huaxia Boxing Education Software
          Company, Ltd. (CBERC), and Tai He.

2.2.      The funding difficulties of Tengtu China in operation referred to in
          Mr. Zhang Fanqi's last wishes and Share Distribution Description shall
          mean:

2.2.1.    Bank debts which can not be repaid in daily operation;

2.2.2.    Various payables which can be redeemed in daily operation;

2.2.3.    Shortfall of working capital in daily operation;

2.2.4.    Any other funding difficulties perceived in daily operation.

2.3.      The arrangement of Mr. Zhang Fanqi in his last wishes and Share
          Distribution Description shall not be construed as his debt
          obligations to TIC or TUC, and shall not be construed as his
          obligations to Tengtu China companies as listed in 2.1;

2.4.      This Agreement shall not be construed as any changes or amendments to
          the Share Purchase Agreement.


                                   ARTICLE III

                                  MISCELLANEOUS
3.        Miscellaneous

3.1.      Headings. The section headings contained in this Agreement are for
          purposes of convenience only, and shall in no way bear upon the
          construction or interpretation of this Agreement.



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3.2.      Entire Agreement. This Agreement constitutes the entire agreement
          between the parties hereto and supersedes all prior agreements,
          understandings and arrangements, oral or written, between the parties
          hereto with respect to the subject matter hereof.

3.3.      Jurisdictions. This Agreement shall be governed by the Law of the
          People's Republic of China.

3.4.      Language. This Agreement is written in both English and Chinese
          languages. The Chinese language shall prevail in any interpretation
          given any discrepancies between the two languages.

3.5.      Counterparts. This Agreement may be executed in any one of the four
          counterparts, TIC, Executor, Management Team and Ms. Lu Qihua shall
          each have one counterpart.


TENGTU INTERNATIONAL CORP.



By: /S/ JOHN WATT
    --------------
   John Watt, President



   /S/ ZHOU LIYING
   ---------------
   Zhou Liying, as the Last Wishes

   Executor of Fanqi Zhang





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