EXHIBIT D

                 REGISTRATION RIGHTS FOR REGISTRABLE SECURITIES


               This REGISTRATION RIGHTS AGREEMENT dated as of March 2, 2001 is
made and entered into by and between Tengtu International Corp., a Delaware
corporation ("TENGTU"), and Orion Capital Incorporated, a corporation organized
under the laws of Ontario ("ORION").

               WHEREAS, Tengtu and Orion entered into an Amended Loan Agreement
dated December 21, 2000 pursuant to which, among other things, Orion loaned
Tengtu the principal sum of U.S.$1,004,743.93 and Tengtu issued Orion warrants
to purchase 670,000 shares of Tengtu's common stock, par value $.01 per share;
and

               WHEREAS, Orion and Tengtu desire to enter into an additional loan
agreement (the "LOAN AGREEMENT") pursuant to which Orion will lend Tengtu an
additional U.S.$1,000,000.00 on the terms and conditions set forth therein,

               WHEREAS, in order to induce Orion to enter into the additional
loan agreement, and as a condition precedent to such loan, the additional loan
agreement requires that Tengtu enter into this Agreement;

               NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

               SECTION 1. REQUESTED REGISTRATIONS.

               (a) REGISTRATION REQUESTS. At any time, upon the written request
(a "REQUESTED REGISTRATION") of Orion or any of its Transferees (the "REQUESTING
HOLDERS") requesting that Tengtu effect the registration under the Securities
Act of all of such Requesting Holders' Registrable Securities (such term, and
other capitalized terms used herein shall have its meaning set forth in SECTION
9) and specifying the number of Registrable Securities to be registered and the
intended method of disposition thereof, Tengtu thereupon will use its best
efforts to effect the registration under the Securities Act of the Registrable
Securities which Tengtu has been so requested to register by such Requesting
Holder or Requesting Holders, all to the extent required to permit the
disposition (in accordance with the intended method thereof) of the Registrable
Securities to be so registered. Notwithstanding the foregoing, Tengtu may
postpone taking action with respect to a Requested Registration for a reasonable
period of time after receipt of the original request (not exceeding ninety (90)
days) if, in the good faith opinion of the Board of Directors, effecting the
registration would require Tengtu to make public disclosure of information the
public disclosure of which would have a material adverse effect upon Tengtu,
PROVIDED that Tengtu shall not delay such action pursuant to this sentence more
than once in any twelve (12) month period. Subject to PARAGRAPH (E), Tengtu may
include in such registration other securities of the same class as the
Registrable Securities for sale for its own account or for the account of any
other Person. Neither Tengtu nor any of its shareholders shall have the right

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to include any of Tengtu's securities (other than Registrable Securities) in a
registration statement to be filed as part of a Requested Registration unless
(i) such securities are of the same class as the Registrable Securities, (ii)
the holders of a majority of the Registrable Securities covered by such
registration statement consent to such inclusion in writing and (iii) if such
Requested Registration is an underwritten offering, Tengtu or such shareholders,
as applicable, agree in writing to sell, subject to PARAGRAPH (D), their
securities on the same terms and conditions as apply to the Registrable
Securities being sold. If any shareholders of Tengtu (other than the holders of
Registrable Securities in such capacity) register securities of Tengtu in a
Requested Registration in accordance with this Section, such holders shall pay
the fees and expenses of their counsel and their PRO RATA share, on the basis of
the respective amounts of the securities included in such registration on behalf
of each such holder, of the Registration Expenses if the Registration Expenses
for such registration are not paid by Tengtu for any reason.

               (b) REGISTRATION STATEMENT FORM. Tengtu may, if permitted by law,
effect any Requested Registration by the filing of a registration statement on
Form S-3 unless the holders of a majority of the Registrable Securities to which
such registration relates (or, if such registration involves an underwritten
Public Offering, the Managing Underwriter) shall notify Tengtu in writing that,
in the judgment of such holders (or, if applicable, such Managing Underwriter),
the use of a more detailed form specified in such notice is of material
importance to the success of the Public Offering of such Registrable Securities,
in which case such registration shall be effected on the form so specified.

               (c) REGISTRATION EXPENSES. Tengtu will pay all Registration
Expenses incurred in connection with the Requested Registrations. The
Registration Expenses incurred in connection with each other Requested
Registration shall be allocated among all Persons (including Tengtu) on whose
behalf securities of Tengtu are included in such registration, PRO RATA on the
basis of the respective amounts of the securities then being registered on their
behalf.

               (d) PRIORITY IN CUTBACK REGISTRATIONS. If a Requested
Registration becomes a Cutback Registration, Tengtu will include in any such
registration to the extent of the number which the Managing Underwriter advises
Tengtu can be sold in such offering (i) FIRST, Registrable Securities requested
to be included in such registration by the Requesting Holders, PRO RATA on the
basis of the number of Registrable Securities requested to be included by such
Requesting Holders, (ii) SECOND, other securities of Tengtu proposed to be
included in such registration, allocated among the holders thereof in accordance
with the priorities then existing among Tengtu and the holders of such other
securities; and any securities so excluded shall be withdrawn from and shall not
be included in such Requested Registration.

               SECTION 2. PIGGYBACK REGISTRATIONS.

               (a) RIGHT TO INCLUDE REGISTRABLE SECURITIES. Notwithstanding any
limitation contained in SECTION 1, if Tengtu at any time proposes after the date
hereof to effect a Piggyback Registration, it will each such time give prompt
written notice (a "NOTICE OF PIGGYBACK REGISTRATION"), at least thirty (30) days
prior to the anticipated filing date, to all holders of

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Registrable Securities of its intention to do so and of such holders' rights
under this SECTION 2, which Notice of Piggyback Registration shall include a
description of the intended method of disposition of such securities. Upon the
written request of any such holder made within thirty (30) days after receipt of
a Notice of Piggyback Registration (which request shall specify the Registrable
Securities intended to be disposed of by such holder and the intended method of
disposition thereof), Tengtu will use its best efforts to include in the
registration statement relating to such Piggyback Registration all Registrable
Securities which Tengtu has been so requested to register. Notwithstanding the
foregoing, if, at any time after giving a Notice of Piggyback Registration and
prior to the effective date of the registration statement filed in connection
with such registration, Tengtu shall determine for any reason not to register or
to delay registration of such securities, Tengtu may, at its election, give
written notice of such determination to each holder of Registrable Securities
and, thereupon, (i) in the case of a determination not to register, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay the Registration
Expenses in connection therewith) without prejudice, however, to the rights of
any Requesting Holder entitled to do so to request that such registration be
effected as a Requested Registration under SECTION 1, and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities for the same period as the delay in registering such
other securities. No registration effected under this SECTION 2 shall relieve
Tengtu of its obligations to effect a Requested Registration to the extent
permitted and in accordance with SECTION 1.

(b) REGISTRATION EXPENSES. Tengtu will pay all Registration Expenses incurred in
connection with any Piggyback Registration.

(c) PRIORITY IN CUTBACK REGISTRATIONS. If a Piggyback Registration becomes a
Cutback Registration, Tengtu will include in such registration to the extent of
the amount of the securities which the Managing Underwriter advises Tengtu can
be sold in such offering:

               (i) if such registration as initially proposed by Tengtu was
         solely a primary registration of its securities, (x) FIRST, the
         securities proposed by Tengtu to be sold for its own account, (y)
         SECOND, any Registrable Securities requested to be included in such
         registration by Requesting Holders, PRO RATA on the basis of the number
         of Registrable Securities requested to be included by such holders, and
         (z) THIRD, any other securities of Tengtu proposed to be included in
         such registration, allocated among the holders thereof in accordance
         with the priorities then existing among Tengtu and such holders; and

               (ii) if such registration as initially proposed by Tengtu was in
         whole or in part requested by holders of securities of Tengtu, other
         than holders of Registrable Securities in their capacities as such,
         pursuant to demand registration rights, (x) FIRST, such securities held
         by the holders initiating such registration and, if applicable, any
         securities proposed by Tengtu to be sold for its own account, allocated
         in accordance with the priorities then existing among Tengtu and such
         holders, (y) SECOND, any Registrable Securities requested to be
         included in such registration by Requesting Holders, PRO RATA on the
         basis of the

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         number of Registrable Securities requested to be included by such
         holders, and (z) THIRD, any other securities of Tengtu proposed to be
         included in such registration, allocated among the holders thereof in
         accordance with the priorities then existing among Tengtu and the
         holders of such other securities;

and any securities so excluded shall be withdrawn from and shall not be included
in such Piggyback Registration.

               (d) TERMINATION. The right of any holder of Registrable
Securities to participate in Piggyback Registrations shall terminate at such
time as all Registrable Securities owned by such holder can be sold in any
three-month period under Rule 144.

               SECTION 3. REGISTRATION PROCEDURES. If and whenever Tengtu is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to SECTION 1 or SECTION 2, Tengtu
will use its best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended methods of disposition
thereof specified by the Requesting Holders. Without limiting the foregoing,
Tengtu in each such case will, as expeditiously as possible:

               (a) prepare and file with the Commission (in the case of a
Requested Registration, not later than forty-five (45) days after Tengtu's
receipt of the request therefor from the Requesting Holders) the requisite
registration statement to effect such registration and use its best efforts to
cause such registration statement to become effective, PROVIDED that as far in
advance as practical before filing such registration statement or any amendment
thereto, Tengtu will furnish to the Requesting Holders copies of reasonably
complete drafts of all such documents proposed to be filed (including exhibits)
and will consider in good faith comments with respect to any such drafts made by
the Requesting Holders or their legal counsel, and, without limiting the
foregoing, any such holder shall have the opportunity to object to any
information pertaining solely to such holder that is contained therein and
Tengtu will make the corrections reasonably requested by such holder with
respect to such information prior to filing any such registration statement or
amendment;

               (b) prepare and file with the Commission such amendments and
supplements to such registration statement and any prospectus used in connection
therewith as may be necessary to maintain the effectiveness of such registration
statement and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by such registration
statement, in accordance with the intended methods of disposition thereof, until
the earlier of (i) such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement and (ii) one hundred eighty
(180) days after such registration statement becomes effective;

               (c) promptly notify each Requesting Holder and the underwriter or
underwriters, if any:

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               (i) when such registration statement or any prospectus used in
         connection therewith, or any amendment or supplement thereto, has been
         filed and, with respect to such registration statement or any
         post-effective amendment thereto, when the same has become effective;

               (ii) of any written comments from the Commission with respect to
         any filing and of any written request by the Commission for amendments
         or supplements to such registration statement or prospectus;

               (iii) of the notification to Tengtu by the Commission of its
         initiation of any proceeding with respect to the issuance by the
         Commission of, or of the issuance by the Commission of, any stop order
         suspending the effectiveness of such registration statement; and

               (iv) of the receipt by Tengtu of any notification with respect to
         the suspension of the qualification of any Registrable Securities for
         sale under the applicable securities or blue sky laws of any
         jurisdiction;

               (d) furnish to each seller of Registrable Securities covered by
such registration statement such number of conformed copies of such registration
statement and of each amendment and supplement thereto (in each case including
all exhibits and documents incorporated by reference), such number of copies of
the prospectus contained in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 promulgated under the Securities Act relating to such
holder's Registrable Securities, and such other documents, as such seller may
reasonably request to facilitate the disposition of its Registrable Securities;

               (e) use its best efforts to register or qualify all Registrable
Securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as each holder thereof shall reasonably
request, to keep such registration or qualification in effect for so long as
such registration statement remains in effect, and take any other action which
may be reasonably necessary or advisable to enable such holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
holder, except that Tengtu shall not for any such purpose be required (i) to
qualify generally to do business as a foreign corporation in any jurisdiction
wherein it would not but for the requirements of this PARAGRAPH (E) be obligated
to be so qualified, (ii) to subject itself to taxation in any such jurisdiction
solely by reason of such registration or qualification or (iii) to consent to
general service of process in any jurisdiction;

               (f) cause its officers and other key employees to cooperate with
such marketing efforts (including by attending and participating in customary
"road show" presentations) as any Managing Underwriter shall advise is
reasonably necessary in order to effect the sale of Registrable Securities
without any material reduction in the selling price anticipated to be received
for the securities to be sold;

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               (g) furnish to each Requesting Holder a signed counterpart,
addressed to such holder (and the underwriters, if any), of

               (i) an opinion of counsel for Tengtu, dated the effective date of
         such registration statement (or, if such registration includes an
         underwritten Public Offering, dated the date of any closing under the
         underwriting agreement), and

               (ii) a "comfort" letter, dated the effective date of such
         registration statement (and, if such registration includes an
         underwritten Public Offering, dated the date of any closing under the
         underwriting agreement), signed by the independent public accountants
         who have certified Tengtu's financial statements included in such
         registration statement,

in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of
the accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to the underwriters in underwritten Public
Offerings of securities;

               (h) notify each holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
as a result of which any prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and at the request of any such holder promptly prepare and
furnish to such holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;

               (i) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its
securityholders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve (12) months, but not more than eighteen
(18) months, beginning with the first full calendar month after the effective
date of such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 promulgated
thereunder (or any successor provision);

               (j) provide a transfer agent and registrar for all Registrable
Securities covered by such registration statement not later than the effective
date of such registration statement; and

               (k) use its best efforts to cause all Registrable Securities
covered by such registration statement to be listed, upon official notice of
issuance, on any securities exchange on

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which any of the securities of the same class as the Registrable Securities are
then listed.

               Tengtu may require each holder of Registrable Securities as to
which any registration is being effected to, and each such holder, as a
condition to including Registrable Securities in such registration, shall,
furnish Tengtu with such information and affidavits regarding such holder and
the distribution of such securities as Tengtu may from time to time reasonably
request in writing in connection with such registration.

               Each holder of Registrable Securities agrees by acquisition of
such Registrable Securities that upon receipt of any notice from Tengtu of the
happening of any event of the kind described in PARAGRAPH (H), such holder will
forthwith discontinue such holder's disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities
until such holder's receipt of the copies of the supplemented or amended
prospectus contemplated by PARAGRAPH (H) and, if so directed by Tengtu, will
deliver to Tengtu (at Tengtu's expense) all copies, other than permanent file
copies, then in such holder's possession of the prospectus relating to such
Registrable Securities current at the time of receipt of such notice. In the
event Tengtu shall give any such notice, the period referred to in PARAGRAPH (B)
shall be extended by a number of days equal to the number of days during the
period from and including the giving of notice pursuant to PARAGRAPH (H) and to
and including the date when each holder of any Registrable Securities covered by
such registration statement shall receive the copies of the supplemented or
amended prospectus contemplated by PARAGRAPH (H).

               SECTION 4. UNDERWRITTEN OFFERINGS.

               (a) UNDERWRITTEN REQUESTED OFFERINGS. In the case of any
underwritten Public Offering being effected pursuant to a Requested
Registration, the Managing Underwriter and any other underwriter or underwriters
with respect to such offering shall be selected, after consultation with Tengtu,
by the holders of a majority of the Registrable Securities to be included in
such underwritten offering with the consent of Tengtu, which consent shall not
be unreasonably withheld. Tengtu shall enter into an underwriting agreement in
customary form with such underwriter or underwriters, which shall include, among
other provisions, indemnities to the effect and to the extent provided in
SECTION 6. The holders of Registrable Securities to be distributed by such
underwriters shall be parties to such underwriting agreement and may, at their
option, require that any or all of the representations and warranties by, and
the other agreements on the part of, Tengtu to and for the benefit of such
underwriters also be made to and for their benefit and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to their obligations. No
holder of Registrable Securities shall be required to make any representations
or warranties to or agreements with Tengtu or the underwriters other than
representations, warranties or agreements regarding such holder and its
ownership of the securities being registered on its behalf and such holder's
intended method of distribution and any other representation required by law.

               (b) UNDERWRITTEN PIGGYBACK OFFERINGS. If Tengtu at any time
proposes to register any of its securities in a Piggyback Registration and such
securities are to be distributed by or

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through one or more underwriters, Tengtu will, subject to the provisions of
SECTION 2(C) and if requested by any holder of Registrable Securities, use its
best efforts to arrange for such underwriters to include the Registrable
Securities to be offered and sold by such Requesting Holders among the
securities to be distributed by such underwriters, and such holders shall be
obligated to sell their Registrable Securities in such Piggyback Registration
through such underwriters on the same terms and conditions as apply to the other
Company securities to be sold by such underwriters in connection with such
Piggyback Registration. The holders of Registrable Securities to be distributed
by such underwriters shall be parties to the underwriting agreement between
Tengtu and such underwriter or underwriters and may, at their option, require
that any or all of the representations and warranties by, and the other
agreements on the part of, Tengtu to and for the benefit of such underwriters
also be made to and for their benefit and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement also be conditions precedent to their obligations. No holder of
Registrable Securities shall be required to make any representations or
warranties to or agreements with Tengtu or the underwriters other than
representations, warranties or agreements regarding such holder and its
ownership of the securities being registered on its behalf and such holder's
intended method of distribution and any other representation or agreement
required by law or contemplated by SECTION 5(A). No Requesting Holder may
participate in such underwritten offering unless such holder agrees to sell its
Registrable Securities on the basis provided in such underwriting agreement.

               SECTION 5. HOLDBACK AGREEMENTS.

               (a) BY THE HOLDERS OF REGISTRABLE SECURITIES. If and to the
extent requested by the Managing Underwriter (or, in the case of a
non-underwritten Public Offering, Tengtu), each holder of Registrable
Securities, by acquisition of such Registrable Securities, agrees, to the extent
permitted by law, not to effect any public sale or distribution (including a
sale under Rule 144) of such securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven (7) days prior
to and the ninety (90) days after the effective date of any registration
statement filed by Tengtu in connection with an underwritten Public Offering (or
for such shorter period of time as is sufficient and appropriate, in the opinion
of the Managing Underwriter (or, in the case of a non-underwritten Public
Offering, Tengtu), in order to complete the sale and distribution of the
securities included in such registration), except as part of such registration
statement, whether or not such holder participates in such registration.

               (b) BY TENGTU AND OTHER SHAREHOLDERS. If and to the extent
requested by the Managing Underwriter, Tengtu agrees (x) not to effect any
public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven (7) days prior to and the ninety (90) days after the effective date of the
registration statement filed in connection with an underwritten offering made
pursuant to a Requested Registration or a Piggyback Registration (or for such
shorter period of time as is sufficient and appropriate, in the opinion of the
Managing Underwriter, in order to complete the sale and distribution of the
securities included in such registration), except as part of such underwritten
registration and except pursuant to registrations on Form S-4 or Form S-8

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promulgated by the Commission (or any successor or similar forms thereto), and
(y) to cause each holder of its equity securities, or of any securities
convertible into or exchangeable or exercisable for such securities, in each
case purchased from Tengtu at any time after the date of this Agreement (other
than in a Public Offering), to agree, to the extent permitted by law, not to
effect any such public sale or distribution of such securities (including a sale
under Rule 144) during such period, except as part of such underwritten
registration.

               SECTION 6. INDEMNIFICATION.

               (a) INDEMNIFICATION BY TENGTU. Tengtu shall, to the full extent
permitted by law, indemnify and hold harmless each seller of Registrable
Securities included in any registration statement filed in connection with a
Requested Registration or a Piggyback Registration, its general or limited
partners, directors, officers, employees, agents and each other Person, if any,
who controls any such seller within the meaning of the Securities Act, against
any losses, claims, damages, expenses or liabilities, joint or several
(together, "LOSSES"), to which such seller or any such partner, director,
officer, employee, agent or controlling Person may become subject under the
Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any such registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading, and Tengtu will reimburse such seller and
each such partner, director, officer, employee, agent and controlling Person for
any legal or any other expenses reasonably incurred by them in connection with
investigating or defending any such Loss (or action or proceeding in respect
thereof); PROVIDED that Tengtu shall not be liable in any such case to the
extent that any such Loss (or action or proceeding in respect thereof) arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
to Tengtu through an instrument duly executed by such seller specifically
stating that it is for use in the preparation thereof. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such seller or any such partner, director, officer, employee, agent or
controlling Person, and shall survive the transfer of such securities by such
seller. Tengtu shall also indemnify each other Person who participates
(including as an underwriter) in the offering or sale of Registrable Securities,
their partners, officers, directors, employees, agents and each other Person, if
any, who controls any such participating Person within the meaning of the
Securities Act to the same extent as provided above with respect to sellers of
Registrable Securities.

               (b) INDEMNIFICATION BY THE SELLERS. Each holder of Registrable
Securities which are included or are to be included in any registration
statement filed in connection with a Requested Registration or a Piggyback
Registration, as a condition to including Registrable

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Securities in such registration statement, shall, to the full extent permitted
by law, indemnify and hold harmless Tengtu, its directors, officers, employees,
agents and each other Person, if any, who controls Tengtu within the meaning of
the Securities Act, against any Losses to which Tengtu or any such director,
officer, employee, agent or controlling Person may become subject under the
Securities Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any such registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading, if such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to Tengtu through an instrument
duly executed by such seller specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that
the obligation to provide indemnification pursuant to this SECTION 6(B) shall be
several, and not joint and several, among such indemnifying Parties on the basis
of the number of Registrable Securities included in such registration statement
and the aggregate amount which may be recovered from any holder of Registrable
Securities pursuant to the indemnification provided for in this SECTION 6(B) in
connection with any registration and sale of Registrable Securities shall be
limited to the total proceeds received by such holder from the sale of such
Registrable Securities. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of Tengtu or any such
director, officer, employee, agent or controlling Person and shall survive the
transfer of such securities by such seller. Such holders shall also indemnify
each other Person who participates (including as an underwriter) in the offering
or sale of Registrable Securities, their partners, officers, directors,
employees, agents and each other Person, if any, who controls any such
participating Person within the meaning of the Securities Act to the same extent
as provided above with respect to Tengtu.

               (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding PARAGRAPH (A) OR (B) of this
SECTION 6, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party pursuant to such paragraphs, give written
notice to the latter of the commencement of such action, PROVIDED that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding paragraphs
of this SECTION 6, except to the extent that the indemnifying party is
materially prejudiced by such failure to give notice. In case any such action is
brought against an indemnified party, the indemnifying party shall be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in

                                      -10-

<PAGE>



connection with the defense thereof other than reasonable costs of
investigation; PROVIDED that the indemnified party may participate in such
defense at the indemnified party's expense; and PROVIDED, FURTHER, that the
indemnified party or indemnified Parties shall have the right to employ one
counsel to represent it or them if, in the reasonable judgment of the
indemnified party or indemnified Parties, it is advisable for it or them to be
represented by separate counsel by reason of having legal defenses which are
different from or in addition to those available to the indemnifying party, and
in that event the reasonable fees and expenses of such one counsel shall be paid
by the indemnifying party. If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel for the indemnified Parties with
respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other indemnified Parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel for the indemnified Parties or counsels. No indemnifying
party shall consent to entry of any judgment or enter into any settlement
without the consent of the indemnified party which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation. No indemnifying party shall be subject to any liability for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

               (d) CONTRIBUTION. If the indemnity and reimbursement obligation
provided for in any paragraph of this SECTION 6 is unavailable or insufficient
to hold harmless an indemnified party in respect of any Losses (or actions or
proceedings in respect thereof) referred to therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such Losses (or actions or proceedings in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other hand in connection
with statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or the indemnified
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
hereto agree that it would not be just and equitable if contribution pursuant to
this paragraph were to be determined by PRO RATA allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to in the first sentence of this paragraph. The amount paid by an
indemnified party as a result of the Losses referred to in the first sentence of
this paragraph shall be deemed to include any legal and other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any Loss which is the subject of this paragraph.

               No indemnified party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from the indemnifying party if the indemnifying party was not
guilty of such fraudulent misrepresentation.

                                      -11-

<PAGE>



               (e) OTHER INDEMNIFICATION. Indemnification similar to that
specified in the preceding paragraphs of this SECTION 6 (with appropriate
modifications) shall be given by Tengtu and each seller of Registrable
Securities with respect to any required registration or other qualification of
securities under any Federal or state law or regulation of any Governmental or
Regulatory Authority other than the Securities Act. The provisions of this
SECTION 6 shall be in addition to any other rights to indemnification or
contribution which an indemnified party may have pursuant to law, equity,
Contract or otherwise.

               SECTION 7. COVENANTS RELATING TO RULE 144. Tengtu will file
reports in compliance with the Exchange Act, will comply with all rules and
regulations of the Commission applicable in connection with the use of Rule 144
and take such other actions and furnish such holder with such other information
as such holder may request in order to avail itself of such rule or any other
rule or regulation of the Commission allowing such holder to sell any
Registrable Securities without registration, and will, at its expense, forthwith
upon the request of any holder of Registrable Securities, deliver to such holder
a certificate, signed by Tengtu's principal financial officer, stating (a)
Tengtu's name, address and telephone number (including area code), (b) Tengtu's
IRS identification number, (c) Tengtu's Commission file number, (d) the number
of shares of each class of stock outstanding as shown by the most recent report
or statement published by Tengtu, and (e) whether Tengtu has filed the reports
required to be filed under the Exchange Act for a period of at least ninety (90)
days prior to the date of such certificate and in addition has filed the most
recent annual report required to be filed thereunder.

               SECTION 8. OTHER REGISTRATION RIGHTS.

               (a) NO EXISTING AGREEMENTS. Tengtu represents and warrants to
Orion that there is not in effect on the date hereof any agreement by Tengtu
pursuant to which any holders of securities of Tengtu have a right to cause
Tengtu to register or qualify such securities under the Securities Act or any
securities or blue sky laws of any jurisdiction.

               (b) FUTURE AGREEMENTS. Tengtu shall not hereafter agree with the
holders of any securities issued or to be issued by Tengtu to register or
qualify such securities under the Securities Act or any securities or blue sky
laws of any jurisdiction unless such agreement specifically provides that (i)
such holder of such securities may not participate in any Requested Registration
except as provided in SECTION 1; (ii) the holder of such securities may not
participate in any Piggyback Registration except as provided in SECTION 2; and
(iii) such securities may not be publicly offered or sold for the period
specified in SECTION 5(B)(Y) under the circumstances described in such Section.

               SECTION 9. DEFINITIONS.

               (a) Except as otherwise specifically indicated, the following
terms will have the following meanings for all purposes of this Agreement:

               "BOARD" means the Board of Directors of Tengtu.

                                      -12-

<PAGE>



               "COMMISSION" means the United States Securities and Exchange
Commission, or any successor governmental agency or authority.

               "COMMON STOCK" means the Common Stock, par value $.01 per share,
of the Company, as constituted on the date hereof, and any stock into which such
Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock.

               "CUTBACK REGISTRATION" means any Requested Registration or
Piggyback Registration to be effected as an underwritten Public Offering in
which the Managing Underwriter with respect thereto advises Tengtu and the
Requesting Holders in writing that, in its opinion, the number of securities
requested to be included in such registration (including securities of Tengtu
which are not Registrable Securities) exceeds the number which can be sold in
such offering without a material reduction in the selling price anticipated to
be received for the securities to be sold in such Public Offering.

               "EFFECTIVE REGISTRATION" means a Requested Registration which (a)
has been declared or ordered effective in accordance with the rules of the
Commission and (b) has been kept effective for the period of time contemplated
by SECTION 3(B).

               "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

               "FORM S-3" means Form S-3 promulgated by the Commission under the
Securities Act, or any successor or similar short-form registration statement.

               "MANAGING UNDERWRITER" means, with respect to any Public
Offering, the underwriter or underwriters managing such Public Offering.

               "NASD" means the National Association of Securities Dealers.

               "PERSON" means any natural person, corporation, general
partnership, limited partnership, proprietorship, other business organization,
trust, union or association.

               "PIGGYBACK REGISTRATION" means any registration of securities of
Tengtu under the Securities Act (other than a registration in respect of a
dividend reinvestment or similar plan for shareholders of Tengtu or on Form S-4
or Form S-8 promulgated by the Commission, or any successor or similar forms
thereto), whether for sale for the account of Tengtu or for the account of any
holder of securities of Tengtu (other than Registrable Securities).

               "PUBLIC OFFERING" means any offering of Common Stock to the
public, either on behalf of Tengtu or any of its shareholders, pursuant to an
effective registration statement under the Securities Act.

               "REGISTRATION EXPENSES" means all expenses incident to Tengtu's
performance of or compliance with its obligations under this Agreement to effect
the registration of Registrable

                                      -13-

<PAGE>



Securities in a Requested Registration or a Piggyback Registration, including,
without limitation, all registration, filing, securities exchange listing and
NASD fees, all registration, filing, qualification and other fees and expenses
of complying with securities or blue sky laws, all word processing, duplicating
and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for Tengtu and of its independent public accountants,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, premiums and other costs of
policies of insurance against liabilities arising out of the Public Offering of
the Registrable Securities being registered and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but excluding
underwriting discounts and commissions, the fees and disbursements of counsel
retained by the holders of the Registrable Securities being registered and
transfer taxes, if any, in respect of Registrable Securities, which shall be
payable by each holder thereof, PROVIDED that, in any case where Registration
Expenses are not to be borne by Tengtu, such expenses shall not include salaries
of Company personnel or general overhead expenses of Tengtu, auditing fees,
premiums or other expenses relating to liability insurance required by
underwriters of Tengtu or other expenses for the preparation of financial
statements or other data normally prepared by Tengtu in the ordinary course of
its business or which Tengtu would have incurred in any event.

               "REGISTRABLE SECURITIES" means (i) the shares of Common Stock,
(ii) the shares of Common Stock issued or issuable upon the conversion of the
convertible note issued in connection with the Loan Agreement (including any
Common Stock issued by way of a distribution in respect thereof), (iii) the
shares of Common Stock issued or issuable upon the exercise of the warrant
issued in connection with the Loan Agreement and (iv) any additional shares of
Common Stock issued or distributed by way of a dividend, stock split or other
distribution in respect of shares of Common Stock referred to in CLAUSES (I),
(II) OR (III), or acquired by way of any rights offering or similar offering
made in respect of shares of Common Stock referred to in CLAUSES (I), (II) OR
(III). As to any particular Registrable Securities, once issued such securities
shall cease to be Registrable Securities when (i) a registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (ii) they shall have been distributed to the
public pursuant to Rule 144 or (iii) they shall have ceased to be outstanding.

               "RULE 144" means Rule 144 promulgated by the Commission under the
Securities Act, and any successor provision thereto.

               "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

               "TRANSFEREE" means all Persons acquiring shares of Common Stock
from Orion or from a Transferee.

               SECTION 10. MISCELLANEOUS.

                                      -14-

<PAGE>



               (a) NOTICES. All notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by facsimile, as
follows:

                     If to Tengtu:
                     C/o 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

                     If to Orion:
                     Orion Capital Incorporated
                     Sherway Executive Center
                     310 North Queen Street
                     Suite 103N
                     Etobicoke, Ontario M9C 5K4
                     Canada

                     Attention:           William Ballard
                     Facsimile No.: 416-620-7279

Except as otherwise provided in this Agreement, 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. Any party hereto may change its address or facsimile
number for notices and other communications hereunder by notice to the other
parties hereto.

               (b) ENTIRE AGREEMENT. This Agreement supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof, and contains the sole and entire agreement between the parties
hereto with respect to the subject matter hereof.

               (c) AMENDMENT. This Agreement may be amended, supplemented or
modified only by a written instrument (which may be executed in any number of
counterparts) duly executed by or on behalf of each of Tengtu and the holders of
two-thirds (2/3) or more of the Registrable Securities then outstanding or
subject to issuance.

               (d) WAIVER. Subject to paragraph (e) of this Section 10, any term
or condition of this Agreement may be waived at any time by the party that is
entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or

                                      -15-

<PAGE>



on behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same term or condition of this
Agreement on any future occasion.

               (e) CONSENTS AND WAIVERS BY HOLDERS. Any consent of the holders
of Registrable Securities pursuant to this Agreement, and any waiver by the
holders of Registrable Securities of any provision of this Agreement, shall be
in writing (which may be executed in any number of counterparts) and may be
given or taken by the holders of Registrable Securities of two-thirds (2/3) or
more of the Registrable Securities then outstanding or subject to issuance, and
any such consent or waiver so given or taken will be binding on all the holders.

               (f) NO THIRD PARTY BENEFICIARY. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights upon any other Person other
than any Person entitled to indemnification under Section 6.

               (g) SUCCESSORS AND ASSIGNS. The registration rights contained in
this Agreement shall be transferable by any holder of Registrable Securities to
any Person that acquires Registrable Securities from such holder (excluding any
Person that acquires such Registrable Securities in a transaction pursuant to
which such securities cease to be Registrable Securities).

               (h) HEADINGS. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.

               (i) INVALID PROVISIONS. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this Agreement will
not be materially and adversely affected thereby, (i) such provision will be
fully severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
(iii) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.

               (j) REMEDIES. Except as otherwise expressly provided for herein,
no remedy conferred by any of the specific provisions of this Agreement is
intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise. The
election of any one or more remedies by any party hereto shall not constitute a
waiver by any such party of the right to pursue any other available remedies.

                                      -16-

<PAGE>



               Damages in the event of breach of this Agreement by any party
hereto or any of their respective successors or permitted assigns would be
difficult, if not impossible, to ascertain, and it is therefore agreed that each
such Person, in addition to and without limiting any other remedy or right it
may have, will have the right to an injunction or other equitable relief in any
court of competent jurisdiction, enjoining any such breach, and enforcing
specifically the terms and provisions hereof and each party hereto, on its own
behalf and behalf of its respective successors and permitted assigns, hereby
waives any and all defenses it may have on the ground of lack of jurisdiction or
competence of the court to grant such an injunction or other equitable relief.
The existence of this right will not preclude any such Person from pursuing any
other rights and remedies at law or in equity which such Person may have.

               (k) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

               (l) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the __ day of March, 2001.

TENGTU INTERNATIONAL CORP.


By:
   -------------------------------------------

Name:     PAK KWAN CHENG
     -----------------------------------------

Title:       CHIEF EXECUTIVE OFFICER
       ---------------------------------------


CREDITOR

                                      -17-

<PAGE>


ORION CAPITAL, INCORPORATED



By:
   ----------------------------------------------

Name:      WILLIAM BALLARD
     --------------------------------------------

Title:
       ------------------------------------------


                                      -18-

<PAGE>