Cooperation Agreement On
                 Establishment of "Morning Sun Resources Center
               Under National Center For Audio / Visual Education
                            OF Ministry Of Education"

Party A : National Center for Audio / Visual Education

Party B : Beijing Tengtu Culture & Education Electronics Development Co. Ltd.

                Beijing Tengtu Tian Di Network Co. Ltd.



         In order to coordinate the implementation of the contemporary Distance
Learning Project initiated by the Ministry of Education, promote the
popularization of information technology (IT) in elementary / secondary schools,
and expedite the introduction of IT education, the National Center for Audio /
Visual Education (NCAVE) under the Ministry of Education and Tengtu have reached
the following cooperation agreement on the establishment of the " Morning Sun
Resources Center Under the National Center For Audio / Visual Education Of The
Ministry Of Education " ( hereinafter referred to as " MSRC " ) :

1.       Contents of Cooperation

         The theme of this cooperation is on the establishment of the MSRC Web
         portal ( the Project ) in order to provide the services of educational
         Web portal ASP ( Active Server Pages ), distance learning, distribution
         of educational information, e-Business applications, etc. Both Parties
         will also fully utilize the existing educational resources of the
         Ministry of Education and the educational resources database of Tengtu
         to
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ResourcesCenter Agreement Pg. 1

         develop the educational resources and database for K-12 Education. This
         Web portal will function as the production, distribution and operation
         center for the K-12 education resources, and as the Internet Data
         Center ( IDC ) for the Local Education Resources Center, thus providing
         software and hardware support for the implementation of the "
         School-To-School Link " project.

2.       Organization of Cooperation

         2.1   In the early stages of the Project, a Project Leading Group and a
               Project Working Group are to be set up by both Parties to
               organize and implement, under guidance of the NCAVE, the Project.

         2.2   While the NCAVE will provide policy support and business guidance
               for this Project, Tengtu will invest a total of RMB 80 Million
               and be responsible for its specific implementation.

         2.3   After this Project becomes mature and profitable, both Parties
               agree to incorporate the MSRC into an independent business
               entity. The NCAVE will then take 30% ownership while Tengtu will
               take 70% ownership of the entity.

3.       Steps of Cooperation and Modes of Operation

         3.1   To provide free upgrade for the 3,000 schools established under
               "Operation Morning Sun -- Phase I" by providing satellite
               receiving equipment, database management system, VOD ( Video On
               Demand ), virtual CD drive, etc. in order to allow these schools
               to become potential customers of the MSRC.

         3.2   To expedite the implementation of "Operation Morning Sun -- Phase
               II" in order to further increase the number of end users.

               (1)  Structure of " Operation Morning Sun -- Phase II " Products:
                    In addition to the " Operation Morning Sun -- Phase I "
                    products, e.g., items such as Multimedia Digital Classroom,
                    Internet Classroom, etc., VOD, Virtual CD Drive, Database
                    Management System, Lessons Preparation System, hardware for
                    Tengtu broadband distance learning
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ResourcesCenter Agreement                                                  Pg. 2

                    satellite network, distance learning resources, foreign
                    educational resources, etc. are added.

               (2)  to meet the requirements of different schools, the following
                    different solutions are provided:

                    Solution 1 : For schools equipped with the Campus Network
                    and Computer- Classrooms, the product package of " Operation
                    Morning Sun -- Phase II" will be provided to support
                    interconnection with the Internet and Tengtu Broadband
                    Education Satellite Network.

                    Solution 2 : For better computer-equipped schools, real-time
                    reception and updating of distance learning resources are
                    provided through the " Tengtu Broadband Distance Learning
                    Satellite Network ".

                    Solution 3 : For poorer equipped schools, satellite
                    receiving equipment and " Distance Learning Resources
                    Database " products will be provided.

                    (3)       Service Charges

                    Each MSRC user will be charged RMB 5,000 per year.
                    Non-subscription user will be charged for each visit, with
                    the rate yet to be determined. School users in calendar year
                    2001 will be approximately 3,000 to 10,000; with the sales
                    of education resources database CD's up to 30,000 sets.
                    School users in calendar years 2002 and 2003 are forecasted
                    to be 25,000 and 35,000 to 50,000 respectively.

4.       Responsibilities of Both Parties

         4.1   NCAVE

               -    To provide supporting policies, including policy documents
                    from the Ministry of Education and administration.

               -    To designate associated leader(s) to coordinate the
                    implementation of the Project.

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ResourcesCenter Agreement                                                  Pg. 3


               -    To obtain the licenses for the operation of the Web portal
                    and satellite broadcasting and also to provide independent
                    satellite broadcasting channel(s) and adequate bandwidth.

               -    To provide the MSRC Web portal with the existing K-12
                    education resources for broadcasting and operation on the
                    NCAVE satellite platform.

               -    To promote the cooperation on the implementation of the
                    "School-To-School Link " project and to coordinate the
                    relationship with the various departments of the Ministry of
                    Education.

               -    To provide business guidance for the MSRC.

         4.2   Tengtu

               -    To provide the Total MSRC Software and Hardware Solution;
                    and tried and proven broadband commercial Web portal
                    software.

               -    To provide various Tengtu education application platform
                    system software and user-end software.

               -    To provide advanced foreign distance learning educational
                    resources from the Tengtu Electronic Publishing Co. Ltd. ;
                    and to cooperate to establish the National Broadband K-12
                    Educational Resources Database.

               -    To provide the Tengtu Distance Learning Production System
                    and Educational Resources Database.

               -    To gradually invest RMB 80 Million in stages for the
                    establishment and operation of the MSRC : RMB 40 Million for
                    the establishment of the K-12 education resources, RMB 10
                    Million for the establishment of the MSRC Web portal, RMB 15
                    Million for the cooperation with the provincial resources
                    centers, RMB 5 Million for the daily administration, and RMB
                    10 Million for the working capital and purchase of
                    equipment.

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ResourcesCenter Agreement                                                  Pg. 4

         5.    Distribution of Profit

               In the early stages of the Project, Party A will receive 30% of
               the profit. If the Project has not generated any profit or the
               profit payable to Party A is less than RMB 1.3 Million, Party B
               will pay Party A up to RMB 1.3 Million as the guaranteed minimum.



Party A :      National Center for Audio / Visual Education
               Ministry of Education

Representative : Zhang, Yee Chee
Date : April 9, 2001

Party B :      Beijing Tengtu Culture & Education Electronics Development Co.
                    Ltd.
               Beijing Tengtu Tian Di Network Co. Ltd.

Representative : Zhang, Fan Qi
Date : April 9, 2001

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ResourcesCenter Agreement                                                  Pg. 5




To : Tengtu International Corp.

The following outlines the mutual understanding of the issues related to the
business partnership between Tengtu China and Tengtu International Corp.:

1.       As a business partner of Tengtu International Corp. (TIC), Tengtu China
         will represent TIC to implement the " Operation Morning Sun " and
         "Morning Sun Education Resources Center of National Center for Audio /
         Visual Education (NCAVE) under Ministry of Education " projects.

2.       Tengtu China will jointly undertake and share the operating results of
         all the joint- venture projects with Tengtu International Corp.
         according to the joint-venture agreement.

3.       Tengtu China will establish special bank accounts for financial and
         investment management related to the joint venture undertakings.

4.       It is agreed that of the 70% interest held by Tengtu China in the
         Morning Sun Education Resources Center ( MSERC ) , 57% will be held for
         and allocated to TIC. TIC's interest in the MSERC is therefore 39.9%
         (70%x57%).

5.       Tengtu International Corp. shall be responsible for injecting the
         initial capital of RMB 80 Million according to the project financing
         plans for the establishment of the " Morning sun Education Resources
         Center of NCAVE under Ministry of Education "

6.       Tengtu China will consider to consolidate with Tengtu International
         Corp. into a single entity when conditions are appropriate.

Zhang Fan Qi
Beijing Tengtu Culture & Education Electronics development Co. Ltd.
Beijing Tengtu Tian Di Network Co. Ltd.
April 17, 2001


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