CERTIFICATION

I, Judy Ye, certify that:

1.    I have reviewed this report on 10-K of Tengtu International
      Corp.("Tengtu");

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      Tengtu as of, and for, the periods presented in this report;

4.    Tengtu's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for Tengtu and have:

      a.    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to Tengtu,
            including its consolidated subsidiaries, is made known to us by
            others within those entities, particularly during the period in
            which this report is being prepared;

      b.    Designed such internal control over financial reporting, or caused
            such internal control over financial reporting to be designed under
            our supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      c.    Evaluated the effectiveness of Tengtu's disclosure controls and
            procedures and presented in this report our conclusions about the
            effectiveness of the disclosure controls and procedures, as of the
            end of the period covered by this report based on such evaluation;
            and

      d.    Disclosed in this report any change in Tengtu's internal control
            over financial reporting that occurred during Tengtu's most recent
            fiscal quarter (Tengtu's fourth fiscal quarter in the case of an
            annual report) that has materially affected, or is reasonably likely
            to materially affect, Tengtu's internal control over financial
            reporting; and

5.    Tengtu's other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      Tengtu's auditors and the audit committee of Tengtu's board of directors
      (or persons performing the equivalent functions):

      a.    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect Tengtu's ability to record,
            process, summarize and report financial information; and

      b.    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in Tengtu's internal
            control over financial reporting.

Date:  November 17, 2004


/s/ Judy Ye
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Judy Ye
Chief Financial Officer