EXHIBIT A - CONVERTIBLE PROMISSORY NOTE

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE 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.




                           TENGTU INTERNATIONAL CORP.

                         10% CONVERTIBLE PROMISSORY NOTE

                              Dated: March __, 2001


         FOR VALUE RECEIVED, Tengtu International Corp., a Delaware corporation
(the "COMPANY"), hereby unconditionally promises to pay to the order of Orion
Capital Incorporated ("ORION" and, together with its assigns, the "HOLDER") on
June ___, 2002 (the "MATURITY DATE") the principal sum of ONE MILLION DOLLARS
($1,000,000.00), plus interest on the unpaid principal amount of this Note as
provided in ARTICLE I hereof. This is the Convertible Promissory Note referred
to in the Loan Agreement. Capitalized terms used but not otherwise defined
herein have the respective meanings given to such terms in ARTICLE V hereof.

         The Holder of this Note, by acceptance hereof, agrees that this Note is
being acquired for investment and that such Holder will not offer, sell
otherwise dispose of this Note, or the shares of Common Stock issuable upon
conversion hereof, except under circumstances which will not result in a
violation of the Securities Act of 1933, as amended, or any applicable state
Blue Sky or foreign laws or similar laws relating to the offer or sale of
securities.

                                    ARTICLE I

                             PRINCIPAL AND INTEREST

         SECTION 1.1 PRINCIPAL. The entire unpaid principal amount of this Note
shall be paid on the Maturity Date. Promptly following the payment in full of
this Note, the Holder shall surrender this Note to the Company for cancellation.



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         SECTION 1.2 INTEREST. Interest shall accrue on the daily unpaid
principal amount of this Note, for each day during the period from and including
the date hereof (the "COMMENCEMENT DATE") to but excluding the date such Note
shall be paid in full, at a rate of ten percent (10%) per annum (the "INTEREST
RATE") and shall be payable on the last day of each calendar quarter (each, an
"INTEREST PAYMENT DATE"), commencing on March 31, 2001; PROVIDED, HOWEVER, that
if the Company incurs any additional indebtedness for borrowed money on or prior
to March 31, 2001, and the interest rate payable on all or any portion of such
indebtedness exceeds 10%, the Interest Rate shall from and after the date of
such incurrence be increased to a rate that is equal to the highest interest
rate payable on such other indebtedness. On the date on which this Note is paid
in full, the Company shall pay Holder interest accrued from and including the
immediately preceding Interest Payment Date to but excluding the date of such
payment. Interest on this Note shall be computed on the basis of a year of 360
days consisting of twelve 30-day months.

         SECTION 1.3 DEFAULT INTEREST. Without duplication of any interest
payable under SECTION 1.2 hereof, the Company hereby unconditionally promises to
pay to the Holder interest on any principal or interest payable by the Company
under this Note that shall not be paid in full when due (whether at stated
maturity, by acceleration or otherwise), for the period from and including the
due date of such payment to but excluding the date the same is paid in full, at
a rate per annum equal to the Interest Rate plus 5%, which interest shall be
payable from time to time on demand of the Holder.

                                   ARTICLE II

                                    PAYMENTS

         SECTION 2.1 PAYMENTS GENERALLY. All payments of principal and interest
to be made by the Company in respect of this Note shall be made in Dollars by
delivery to the Holder of, at the address the Holder provides to the Company,
not later than 12:00 noon New York time on the date on which such payment shall
be due. If the due date of any payment in respect of this Note would otherwise
fall on a day that is not a Business Day, such due date shall be extended to the
next succeeding Business Day, and interest shall be payable on any principal so
extended for the period of such extension. All payments by the Company under
this Note will be made without setoff or counterclaim and free and clear of, and
without deductions for, any taxes, fees or other expenses or claims of any kind.

         SECTION 2.2 PREPAYMENTS. At any time, and from time to time, the
Company may, upon three business days written notice, at its option, prepay this
Note (in an amount up to but not exceeding the unpaid principal amount hereof
and any accrued interest hereon) in whole or in part without premium or penalty.
Prior to the expiration of the notice period, Holder shall have the right to
convert the Note, or any unpaid portion thereof, into Common Stock in accordance
with ARTICLE IV hereof.



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                                  ARTICLE III

                                EVENTS OF DEFAULT

         SECTION 3.1 EVENT OF DEFAULT. "EVENT OF DEFAULT", wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (a) default in the payment of any interest in respect of this
Note within ten (10) Business Days after it becomes due and payable; or

               (b) default in the payment of the outstanding principal amount of
this Note at its Maturity Date; or

               (c) a default by the Company of any of its obligations under the
Amended Loan Agreement, any failure in the timely satisfaction of the covenants
set forth in Section 4 of the Amended Loan Agreement, or a default by the
Company with respect to any other instrument evidencing indebtedness of the
Company or any of its subsidiaries which results in any indebtedness of the
Company or any of its subsidiaries of at least $100,000 becoming or being
declared due and payable prior to its scheduled maturity date or a default by
the Company of any of its obligations under the security agreement dated
December 21, 2000; or

               (d) the entry of a decree or order by a court having jurisdiction
in the premises adjudging the Company or any of its subsidiaries a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any of
its subsidiaries under Federal bankruptcy law or any other applicable Federal or
state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or any of its subsidiaries or of any
substantial part of the property of the Company or any of its subsidiaries, or
ordering the winding up or liquidation of the affairs of the Company or any of
its subsidiaries; or

               (e) the institution by the Company or any of its subsidiaries of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by the
Company or any of its subsidiaries to the institution of bankruptcy or
insolvency proceedings against it, or the filing by the Company or any of its
subsidiaries of a petition or answer or consent seeking reorganization or relief
under Federal bankruptcy law or any other applicable Federal or state law, or
the consent by the Company or any of its subsidiaries to the filing of such
petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or any of its subsidiaries or of
any substantial part of the property of the Company or any of its subsidiaries,
or the making by the Company or any of its subsidiaries of an assignment for the
benefit of creditors, or the admission by the Company or any of its subsidiaries
in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company or any of its subsidiaries in
furtherance of any such action; or

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               (f) a judgment or order for the payment of at least $100,000 is
rendered against the Company or any of its subsidiaries and is not vacated,
discharged, stayed or bonded pending appeal within sixty (60) days after notice
of such judgment or order to the Company or any of its Subsidiaries.

         SECTION 3.2 ACCELERATION OF NOTE. If an Event of Default occurs and is
continuing, then and in every such case the Holder may declare the outstanding
principal amount of this Note (including accrued interest as provided in ARTICLE
I hereof) to be due and payable immediately, by a notice in writing to the
Company, and upon any such declaration such principal shall become immediately
due and payable. Notwithstanding the foregoing, if an Event of Default
referenced in paragraph (d) or paragraph (e) of SECTION 3.1 occurs, the
outstanding principal amount of this Note (including accrued interest as
provided in ARTICLE I hereof) shall automatically become due and payable
immediately without any declaration or other action on the part of the Holder.
At any time after the outstanding principal amount of this Note shall become
immediately due and payable and before a judgment or decree for payment of the
money due has been obtained, the Holder, by written notice to the Company, may
rescind and annul any acceleration and its consequences.

                                   ARTICLE IV

                                   CONVERSION

         SECTION 4.1 CONVERSION RIGHT. The Holder of this Note is entitled, at
its option, to convert at any time commencing on the date hereof and ending on
the Maturity Date, the principal amount of this Note or any portion thereof,
together with accrued but unpaid interest, into shares of Common Stock of the
Company (the "Conversion Shares") at a conversion price for each share of Common
Stock (the "Conversion Price") equal to U.S.$0.30. If the Holder does not elect
to convert this Note on or before the Maturity Date, it shall no longer have the
right to convert this note into shares of Common Stock of the Company.

         SECTION 4.2 ADJUSTMENTS TO THE CONVERSION PRICE. (a) In the event that
the Company shall pay a share dividend or other distribution payable in shares
of Common Stock or 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 less 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

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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 to the Conversion
Price pursuant to this Paragraph 4.2, the Company, at its expense, shall
promptly 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. In addition, the Company shall mail a notice
notifying the Holder in the event that there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company.

         SECTION 4.3 CONVERSION PROCEDURES. (a) Conversion shall be effectuated
by surrendering this Note to the Company (if such Conversion will convert all
outstanding principal), together with the form of conversion notice attached
hereto as Exhibit A (the "Notice of Conversion"), executed by the Holder of this
Note evidencing such Holder's intention to convert this Note 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 Conversion
Price on the date of conversion. 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 duly executed to the Company.
Facsimile delivery of the Notice of Conversion shall be accepted by the Company
at facsimile number (604) 433-7527 Attn.: Chairman and CEO. 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.

               (b) If at any time (i) the Company challenges, disputes or denies
the right of the Holder to effect the conversion of this Note into Common Stock
or otherwise dishonors or rejects any Notice of Conversion delivered in
accordance with this Paragraph 4.3 or (ii) any Company stockholder who is not
and has never been an Affiliate (as defined in Rule 405 under the Securities Act
of 1933, as amended) 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 Note into

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Common Stock, then the Holder shall have the right, by written notice, to
require the Company to promptly redeem this Note 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 a properly noticed conversion.

               (c) 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.

         SECTION 4.4 STATUS OF CONVERSION SHARES. 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.

         SECTION 4.5 RESERVATION OF COMMON STOCK FOR CONVERSION SHARES. 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 Note such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of the Note; 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 Note, 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.

         SECTION 4.6 REORGANIZATION, MERGER OR TRANSFER OF ASSETS. If the
Company shall (a) effect a reorganization, (b) consolidate with or merge into
any other person, or (c) 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 12 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 Note, on the conversion hereof as
provided in ARTICLE 4 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 conversion prior to such consummation or such
effective date, the stock and other securities and property (including cash)

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to which the Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if the Holder had so
converted this Note, immediately prior thereto; provided that the successor
corporation in any such Reorganization described in clause (b) or (c) above
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 Note 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 conversion 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). If the Acquiring Company has not so agreed
to continue this Note, then the Company shall give 30 days' prior written notice
to the Holder of this Note of such Reorganization, during which 30-day period
(the "Notice Period") the Holder at its option and upon written notice to the
Company shall be able to (i) convert this Note or any part thereof at a
conversion price (the "Discounted Conversion 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 the Maturity Date (or immediately prior thereto), such
rate to be compounded annually through the Maturity Date, and in no event to be
less than 10% annually); or (ii) on the Effective Date, the Holder of this Note
shall be paid 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
Conversion Price described in clause (i) above and the Note 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.

                                    ARTICLE V

                                   DEFINITIONS

         SECTION 5.1 DEFINITIONS. The following terms shall have the meanings
set forth below:

         "LOAN AGREEMENT" means the Loan Agreement dated as of the date hereof
between the Company and Holder pursuant to which this Note has been issued.

         "BUSINESS DAY" means a day other than Saturday, Sunday or any day on
which banks located in the State of New York are authorized or obligated to
close.


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         "COMMON STOCK" means the $0.01 par value per share common stock of the
Company.

         "DOLLARS" and "$" means lawful money of the United States of America.

         "NOTE" means this 10% Convertible Promissory Note, as modified and
supplemented and in effect from time to time.

         "PERSON" means any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a limited liability company, a trust or other entity.


                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 6.1 RANK. The Company expressly acknowledges that the
indebtedness evidenced by this Note shall rank senior in right of payment to all
other existing indebtedness of the Company, except to the extent that any such
other indebtedness is secured and shall rank at least PARI PASSU with all future
indebtedness of the Company.

         SECTION 6.2 GOVERNING LAW; JURISDICTION. This Note shall be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to the conflicts of laws provisions thereof. The Company hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Note, or for recognition or
enforcement of any judgment, and hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. The Company hereby agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
The Company hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Note in any court referred to above, and hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court. The Company irrevocably consents to service of process in the manner
provided for notices below. Nothing in this Agreement will affect the right of
the Holder to serve process in any other manner permitted by law. THE COMPANY
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL

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PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). THE COMPANY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

         SECTION 6.3 SUCCESSORS. All agreements of the Company in this Note
shall bind its successors and permitted assigns. This Note shall inure to the
benefit of the Holder and its permitted successors and assigns. The Company
shall not delegate any of its obligations hereunder without the prior written
consent of Holder.

         SECTION 6.4 AMENDMENT, MODIFICATION OR WAIVER. No provision of this
Note may be amended, modified or waived except by an instrument in writing
signed by the Company and the Holder.

         SECTION 6.5 LEGEND. This Note, and any note issued in exchange or
substitution for this Note, shall bear the legend appearing on the first page
hereof.

         SECTION 6.6 NOTICES. All notices and other communications in respect of
this Note (including, without limitation, any modifications of, or requests,
waivers or consents under, this Note) shall be given or made in writing
(including, without limitation, by telecopy) (a) in the case of the Company, at
the "Address for Notices" specified below its name on the signature page hereof
and (b) in the case of the Holder, at the address for such purpose as shall have
been most recently specified to the Company by the Holder; or, as to either the
Company or the Holder, at such other address as shall be designated by such
party in a notice to the other party. Except as otherwise provided in this Note,
all such communications shall be deemed to have been duly given when transmitted
by telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

         SECTION 6.7 DELAY OR OMISSION NOT WAIVER. No failure or delay on the
part of the Holder in the exercise of any power, right, or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.


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         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by an authorized officer thereof as of the date and year first above
written.

                                          TENGTU INTERNATIONAL CORP.


                                          By: __________________________

                                          Name:

                                          Title:


                                          Address for Notices:

                                          Tengtu International Corp.
                                          206-5050 Kingsway
                                          Burnaby, B.C. Canada V5H 4H2

                                          Attention: Pak Kwan Cheung
                                          Facsimile No.: 604-439-9869

                                          and to

                                          Hecht & Associates, P.C.
                                          60 East 42nd Street, Suite 5101
                                          New York, NY 10165-5101

                                          Attention: Charles J. Hecht, Esq.
                                          Facsimile No: 212-490-3263


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                                    EXHIBIT A

                              NOTICE OF CONVERSION

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

         The undersigned, the holder of the below-referenced Note, hereby
irrevocably elects to convert $       of the principal amount of the Convertible
Promissory Note Due June ____, 2002 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: __________________________________________

Accrued Interest in Cash or Stock:

Applicable Conversion Price:

Signature:

Name: _______________________________

Address:




* The original Note must be received by the Company by the tenth (10th) Business
Day following the Date of Conversion, if such conversion represents the
remaining principal balance of the Note.

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