Exhibit (10)

                             JOINT VENTURE AGREEMENT

THIS AGREEMENT ("Agreement") is dated for reference the 30th day of July 1996

BETWEEN:

BEIJING TENGTU CULTURE & EDUCATION ELECTRONIC DEVELOPMENT CO. LTD. a Chinese
Company duly incorporated under the laws of China and having an office in
Beijing China.

("Party A")

AND:

TENGTU ENTERPRISES LIMITED. a Company duly incorporated under the laws of
Barbados with offices at Beckwith House Hinks and Prince Albert Streets
Bridgetown Barbados.

("Party B")
(Part A and B are collectively called the Parties)

BEIJING TENGTU UNITED ELECTRONICS DEVELOPMENT CO LTD a Chinese Foreign Joint
Tengtu United with offices at ________

(Tengtu United)

WHEREAS:

XI.
Party A has acquired certain licence and rights as described on Schedule A
(Rights) in connection with its principal business (Business) being the
production and distribution of educational software in China to the elementary,
middle and junior schools (Schools System).

XII.
Party A is controlled by three Chinese state organizations Legend Group Co.,
Taiji Computer Corporation, and Great Wall Computer Group Co. (Chinese
Principals).

<PAGE>



XIII.
Tengtu United is a Chinese Foreign Joint venture that is authorized to assume
the Business of Party A with foreign investors upon certain financial
commitments being made by Part B as described herein.

XIV.
Blue Lake Industries Ltd a Washington State Company was approved by MOFTEC as a
foreign investor in Tengtu United on June 12th 1995 (Effective Date) and has
under separate agreement effective July 30th 1996 assigned its interests to
Party B.

XV.
The parties hereto have agreed to form this joint venture upon entering this
agreement which sets out the terms and conditions under which Tengtu United will
operate the Business.

NOW THEREFORE IN CONSIDERATION of the mutual promises contained herein, the
parties hereto agree as follows:

1.2
Purpose and Scope
XVI.
-----------------


Tengtu United has been formed to carry on the business of Party B to:

1.
produce and distribute in China by the year 2001, 5,000 electronic educational
software titles in accordance with the Rights;

2.
produce and distribute animated cartoons in association with Chinese animation
companies and as permitted by law;

3.
be a gateway for electronic publishing in China;

4.
engage in such other activities as are reasonably incidental to the foregoing.

1.3
Scope of Authority
5.
------------------


Except as otherwise expressly and specifically provided in this Agreement,
neither Party A or Party B shall have the authority to act for or assume any
obligations or responsibility on behalf of the other or Tengtu United. Neither
Party A or Party B shall be liable to each other for any expense, damage, loss
or liability as may be caused by the gross negligence or willful neglect of that
other or by a failure by that other to carry out the obligations of the other
under this Agreement. This Agreement shall not be deemed to create a general
partnership between the Party A or Party B it respect to any activities
whatsoever.

1.4
Principal Place of Business
---------------------------

The principal place of business of the Tengtu United shall be in Beijing China
however the principal place of business may be changed at any time by a
resolution of the Board.

1.5
Term
----

The term of the Tengtu United will commence as of the date hereof and shall
continue, for a term no less than 20 years from the Effective Date unless sooner
terminated, in accordance with other provisions of this Agreement ("Term").

2.
Responsibilities of Party A:

A.
To transfer and assign the Rights to Tengtu United; B.
To transfer and assign the Titles and all work in progress in new Titles to
Tengtu United; C. To transfer and assign all material contracts used in the
Business to Tengtu United; D.
To allow Tengtu United to use all equipment including computer work stations
that Party A used in the business at no cost; E.
To stop all operational activities in connection with the Business; and F.
To assist Tengtu United in securing future rights that relate to its Business
and assist Tengtu United to maintain good relations between Tengtu United and
all governmental and state agencies.

3.
Responsibilities of Party B

(1)
To pay to Tengtu United the sum of $12,000,000 US as follows:

1.
6,000,000 on or before July 30th 1996; and

2.
$6,000,000 on or before July 30th 1997 failing which interest will be payed to
Tengtu at the rate of 1% over the average Libor rate (Interest) over the period
that the said funds are in default and if the said funds are not paid by January
1st 1998 the Party B's percentage interest in Tengtu United will reduce by an
amount equivalent to the percentage of the amount actually contributed less
interest over $12,000,000.

MANAGEMENT
----------

3.1
Directors
---------

1.
The parties agree that the Board of Directors (Board) of Tengtu United will
consist o equal representation where Party A selects the Chairman of Tengtu
United and Party B selected the President of Tengtu United.

2.
The Parties agree that the Board of Directors will create a Board composed of an
equal representative of each Party of so many more thereafter as the Tengtu
Uniteds agree.

3.
The quorum at any meeting of the Board shall be two persons, provided each of
party A and B is represented by its representative(s).



<PAGE>



4.
A resolution of the Board shall be passed by a majority vote and each
representative is entitled to one vote.

3.2
Meetings of the Board
---------------------

1.
The board shall convene and meet as needed.

2.
Any action required to be taken by the Board may be taken without a meeting if
all the members of the Board entitled to vote thereon consent in writing to such
action, whether such written consent shall be in the form of a handwritten,
typewritten or in the form of a telecopy of a signed copy.

3.
The Board in conducting any meeting may, in lieu of a face to fact meeting,
conduct such meeting by conference telephone or other communications facility by
means of which all persons participating in the meeting can hear and speak to
each other.

3.3
Duties of the Board
-------------------

Except as otherwise expressly provided, the overall management and control of
the affairs of the Tengtu United shall be vested in the Board which shall have
control over the day to day business of the Tengtu United, including the power
to assign duties, approve budgets, sign contracts, pay accounts and assume
direction of business operations subject to the specific control of the Tengtu
Uniteds.

3.4
Manager of the Tengtu United
----------------------------

Except as otherwise expressly provided herein, the day to day management of the
Tengtu United may be undertaken by the President and a General Manager who will
be appointed from time to time by the Board.

3.7
Other Business Activities
-------------------------

The Tengtu China many engage in or possess any interest in any other business of
any nature or description EXCEPT any business that competes directly or
indirectly with Tengtu United independently or with others..

4.
Proprietary Rights
------------------

The parties agree that Tenngtu United absolutely retains ownership to the Rights
and any rights or technologies hereafter acquired and or developed.

5.
Confidentiality
---------------

(a)
Each Party from time to time shall disclose to the other and to Tengtu United
orally or in writing, any Confidential Information which is necessary for the
Business. If such disclosure is made in writing, it shall be marked with a
legend "Confidential".


<PAGE>



(b)
Each Party will also treat all Confidential Information developed within the
Tengtu United as if it were the Tengtu United's own Confidential Information.

6.
CAPITAL, DISTRIBUTIONS AND COSTS
--------------------------------

6.1
Percentage Interest
-------------------

Except as hereinafter provided, the Parties agree tht they have the following
interests ("Percentage Interest") in Tengtu United:

Party A
-
51%
Party B
-
49%

and that, save and except as otherwise provided herein, they shall each share in
the profits or losses of the Tengtu United and in all distributions of assets of
the Tengtu United in accordance with their respective Percentage Interests.

6.2
No Interest on Capital
----------------------

No interest shall be paid upon any contributions to the capital of the Tengtu
United nor upon any undistributed or reinvested income or profits of the Tengtu
United.

6.3
Withdrawals of Capital
----------------------

Except as otherwise provided herein, no portion of any capital of the Tengtu
United may be withdrawn at any time without the express consent of the Board to
be given by resolution. Upon the termination of the Tengtu United, the Tengtu
United's capital shall be distributed pursuant to this agreement.

6.4
Distributions
-------------

1.
Not more than 30 days following the end of each fiscal quarter the Board shall,
by resolution, determine from the net cash flow of the Tengtu United the cash
available for distribution (the 'Cash Available for Distribution").
2.
The Cash Available for Distribution shall be distributed to the Parties by
resolution of the Board in accordance with each parties Percentage Interest.

7.0
ACCOUNTING
----------

7.1
Books and Records
-----------------


<PAGE>



The Board shall appoint an international outside audit firm to report on the
affairs of Tentgtu United. Internally it shall cause accurate books and records
of account to be prepared and maintained and in which shall be entered all
matters relating to the Tengtu United, including all income, expenditures,
assets and liabilities thereof. Such books and records of account shall be kept
in accordance with generally accepted accounting principals and practices and
shall be adequate to provide each Party with all financial information as may be
needed by them or an affiliate for purposes of satisfying the financial
reporting obligations of each Party of its respective affiliate which in the
case of Party B requires quarterly reporting. Said books and records of account
shall be open to examination and/or audit by any of the Partys or their
authorized representatives at all reasonable times during the normal business
hours. Any expense for such examination and/or audit shall be borne by the
Tengtu United causing it to be conducted.

7.2
Fiscal Year
-----------

The fiscal year end of the Tengtu United shall be determined by resolution of
the Board. If the Tengtu United shall terminate for any reason provided herein,
the period following the last day of the fiscal year of the Tengtu United first
preceding the date of such termination and ending on the date of such
termination, shall also be deemed to be a fiscal year of the Tengtu United.

7.3
Bank Accounts
-------------

Funds of the Party B shall be deposited in an account(s) in the name of the
Tengtu United and in a bank(s) approved by the Board. The designate of the Board
may draw against such accounts for any purpose permitted by this Agreement in
accordance with a Board resolution.

8.0
Sale and Transfer
-----------------

8.1
General
-------

Except as expressly permitted herein no Party may mortgage, charge or otherwise
encumber, or suffer any third party to mortgage, charge or otherwise encumber,
any part or all of its interest in the Tengtu United ('Interest") unless
approved by the other Party such approval not to be unreasonably withheld.

8.2
Sale to Affiliate
-----------------

A Party may sell, transfer or otherwise dispose of the whole or any part of its
Interred to an affiliate provided that the Party and the affiliate enter into an
agreement with the other Tengtu United that:

(a)
an affiliate will remain such so long as the affiliate holds the Interest or any
part thereof;
(b)
prior to the affiliate ceasing to be such, the affiliate will transfer its
Interest back to the Party or to another affiliate of the Party provided that
such other affiliate enters into a similar agreement with the other Party; and

(c)
the affiliate will otherwise be bound by and have the benefit of the provisions
of this Agreement.


<PAGE>



9.0
DEFAULT AND DISSOLUTION
-----------------------

9.1
Events of Default
-----------------

The occurrence of any of the following events shall constitute an event of
default ("Event of Default") hereunder:

(a)
the failure by a Party to make any capital contribution as required in herein;

(b)
any transfer by a Party of its Interred hereunder, except as may be permitted
herein;
(c)
a general assignment by a Party for the benefit of creditors;

(d)
the filing by a Party of a petition of Bankruptcy which petition remains
undismissed and undischarged for a period of 90 days.

(e)
default in performance of any other material agreements of a Party herein if the
default continues for a period of 60 days following written notice of such
default, except that an Event of Default shall not be deemed to have occurred if
any such default is of a non material nature or that it reasonably requires more
than 60 days to cure, and is capable of being fully cured within a reasonable
time, and the defaulting Party is diligently proceeding to cure said default.

9.2
Causes of Dissolution
---------------------

The Tengtu United shall be dissolved in the event that:

(a)
an Event of Default has occurred and the non-defaulting Party elects to dissolve
the Tengtu United as provided herein;

(b)
the Board determines by resolution to terminate the Tengtu United;

(c)
the Tengtu United by its terms is terminated.

9.3
Election
--------

(a)
If an Event of Default has occurred, the non-defaulting Party, if it so notifies
the defaulting Party within thirty (30) days after acquiring knowledge of such
Event of Default, may elect to terminate the said Party pursuant to this
Agreement;

(b)
The election shall be exercised by written notice. No waiver of any right to so
elect upon a subsequent or continuing default of the same or different nature
shall be implied from any failure on the part of a non-defaulting Party to make
the election permitted by agreement as a result of any prior Event of


<PAGE>



Default.

9.4
Procedure in Dissolution and Liquidation
----------------------------------------

(a)
Upon the election of a Party to dissolve the Tengtu United pursuant to this
agreement or upon the occurrence of any other event Tengtu United shall
immediately commence to wind up its affairs and the Party shall proceed with
reasonable promptness to liquidate the business of Tengtu United. To the extent
the Tengtu United is not completely liquidated within a reasonable time (not to
exceed 36 months) from the date of the election to dissolve, the remaining
assets shall forthwith be disposed of at a public sale.

(b)
During the period of the winding up of the affairs of the Tengtu United, the
Board shall continue to manage the affairs of the Tengtu United.

(c)
Profits and losses of the Tengtu United shall be determined as of the end of the
period of winding up in accordance with the provisions of this Agreement and
shall be credited or charged to each Party in the same manner as profits and
losses of each Party would have been credited or charged if there were no
dissolution, liquidation and termination.

(d)
The assets of the Tengtu United shall be applied or distributed in liquidation
in the following order of priority:

(i)
to creditors of the Tengtu United other than Tengtu Uniteds in payment of debts
and obligations of the Tengtu United;

(ii)
to each Party as return of any capital; and

(iii)
to each party in accordance with their Percentage Interest.

10
SETTLEMENT OF DISPUTES AND GOVERNING LAW
----------------------------------------

10.1. In the event a dispute arises in connection with the interpretation or
implementation of this Agreement, the parties to the dispute shall attempt in
the first instance to resolve such dispute through amicable consultations If the
dispute cannot be resolved in this manner within thirty (30) days after first
conferring, then any or all parties to the dispute may refer the dispute to
arbitration in Beijing International Arbitration Committee ("Committee"). The
number of arbitrators shall be three. The arbitration proceedings shall be
conducted in the Chinese language.

10.2 any award of the arbitrators shall be final and binding on the parties. The
costs of arbitration shall be borne by the losing party, unless the arbitrators
determine that this would be inequitable. The parties agree and recognize that
any award of the arbitrators shall be recognizable and enforceable in any court
having jurisdiction over the party against whom the award was rendered, and also
wherever assets of such party are located.

10.3 The legal relations between the parties under this contract shall be
interpreted in accordance with the substantive laws of China. Any disputes
between the parties concerning their legal obligations arising under this
contract which are submitted to arbitration pursuant to this clause shall be
decided pursuant to the substantive laws of China.



<PAGE>



11.0
GENERAL PROVISIONS
-------------------

11.1
Complete Agreement
------------------

This agreement constitutes the entire agreement between the Parties and
supersedes all agreements, representations, warranties, statements, promises and
understandings, whether oral or written, with respect to the subject matter
hereof, and neither Party shall be bound by or charged with any oral or written
agreements, representations, warranties, statements, promises or understandings
not specifically set forth in this agreement. This Agreement may not be amended,
altered or modified except in writing, signed by each of the Parties.

12.0
Notice
------

12.1 Notices as to disputes or termination to be given under this Agreement
shall be signed by the party giving such notice and mailed by certified or
registered mail, addressed to the party to be notified at its then current
business address as set forth at the beginning of this Agreement or as
subsequently changed by giving notice. Notice as to address changes, pricing
changes, warranty changes and other matters relating to policy and business may
by given to such addresses, by facsimile transmission, telex, telegram or first
class mail. Notices by mail shall be deemed given three days after mailing.

12.3
Lawyers Fees
------------

Should any litigation be commenced between the Parties or their representatives
or should any Party institute any proceedings in a bankruptcy court which has
jurisdiction over any other Party or any or all of its property or assets
concerning nay provision of this Agreement or the rights and duties of any
person or entity in relations thereto, the Party prevailing in such litigation
shall be entitled, in addition to such other relief as may be granted, to a
reasonable sum as and for its attorny's fees and court costs in such litigation
which shall be determined by the court in such litigation or in a separate
action brought for that purpose.

12.4
Validity
--------

In the event that any provision of this Agreement shall be held to be invalid,
the same shall not affect in any respect whatsoever the validity of the
remainder of this Agreement.

12.5
Survival of Rights
------------------

Except as provided herein to the contrary, this Agreement shall be binding upon
and enure to the benefit of the Parties their respective successors, heirs and
permitted assigns.

12.6
Governing Law
-------------

This Agreement has been entered into in the China and all questions with respect
to the Agreement and the rights and liabilities of the Parties shall be governed
by the laws of China and this agreement shall be written in both Chinese and
English and both contracts shall had equal force and if an inconsistency then
such shall be resolved by arbitration under the arbitration provision hereunder


<PAGE>



12.7
Waiver
------

No consent to or waiver of, express or implied, by any Party of any breach or
default in the performance by a Party of any term of this Agreement shall be
deemed to be a waiver of the same or any other obligations of such Party
hereunder. Failure on the part of any Party to complain of any act or failure to
act of the other Party or to declare the other Party in default, irrespective of
how long such failure continues, shall not constitute a waiver by such Party of
its rights hereunder.

IN WITNESS WHEREOF the Parties have executed or caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

BLUE LAKE INDUSTRIES LIMITED . ) In presence of:
)
)
--------------------------------------
)
Authorized Signatory

BEIJING TENGTU CULTURE &
EDUCATION ELECTRONIC
DEVELOPMENT CO LTD
)
In presence of:
)
)
--------------------------------------
)
Authorized Signatory

BEIJING TENGTU UNITED
ELECTRONICS DEVELOPMENT CO LTD
)
In presence of:
)
)
--------------------------------------
)
Authorized Signatory


<PAGE>



Exhibit (

Note 3:
List of Education Softwares

<TABLE>
<CAPTION>


              List of Education Softwares and the Current Condition

   No      Name of Projects  Item                                     Cooperative  Condition    Cost   (RMB 10,000)
 <C>      <S>                                                                  <C>  <C>       <C>        <C>
    1      Legend maths for elementary school Book I                            1   Legend    completed   30
    2      Legend maths for elementary school Book II                           1   Legend    completed   30
    3      Legend maths for elementary school Book III, IV                      1   Legend    completed   50
    4      Legend maths for elementary school Book V, VI, VII                   1   Legend    completed   80
    5      Legend maths for elementary school - comprehensive exercise          1   Legend    completed   50
    6      Collection of Difficult Questions-conditions of sinking & floating as
           well as their applications-junior high physics
    7      Collection of Difficult Questions-image of lens-junior high physics  1   school    completed   28
    8      Collection of Difficult Questions-regular instruments for measurement
           and survey-junior high physics
    9      Collection of Difficult Questions-five elements for leverage-junior
           high physics                                                         1   school    completed 23
   10      Collection of Difficult Questions-Oscilloscope-senior high physics
           Grade 10                                                             1   school    completed 38
   11      Collection of Difficult questions-Brown movement-senior high physics
           Grade 10                                                             1   school    completed 39
   12      Collection of Difficult Questions-Nature of Gas-senior high physics
           Grade 10                                                             1   school    completed 37
   13      Collection of Difficult Questions-tests on nature of gas senior high
           physics Grade 10
   14      Collection of Difficult Questions-law of Boma-senior high physics
           Grade 10                                                             1   school    completed 32



<PAGE>



              List of Education Softwares and the Current Condition

   15      Collection of Difficult Questions-exercises for high-energy atomic
           core-senior 1 school completed 39 high physics Grade 11
   16      Collection of Difficult Questions-teaching of high atom-senior high
           physics Grade 1 school completed 30 11
   17      Collection of Difficult Questions-effects of light and
           electricity-senior high 1 school completed 25 Grade 11
   18      Collection of Difficult Questions-light interference-senior high
           Grade 11 1 school completed 28
   19      Collection of Difficult Questions-functional image of electric
           circuits-senior 1 school completed 40 high Grade 11
   20      Collection of Difficult Questions-waves-senior high Grade 11 1 school
           completed 38
   21      Collection of Difficult Questions-Equilibrium of electromagnetic
           mechanics-senior 1 school completed 49 high Grade 11
   22      Collection of Difficult Questions-nature of static electric
           field-senior high 1 school completed 46 Grade 11
   23      Collection of Difficult Questions-general knowledge of use of
           electricity-senior 1 school completed 49 high Grade 11
   24      Collection of Difficult Questions-alternate current-senior high Grade
           11 1 school completed 45
   25      Collection of Difficult Questions-making charts by using five
           points-senior high 1 school completed 45 algebra
   26      Collection of Difficult Questions-functional curves of sine          1   school    completed 46
   27      Collection of Difficult Questions-equation of index                  1   school    completed 48
   28      Collection of Difficult Questions-biology (structure of heart)       1   school    completed 54
   29      Collection of Difficult Questions-biology (respiratory system)       1   school    completed 50
   30      Collection of Difficult Questions-curves-senior high algebra         1   school    completed 28



<PAGE>



              List of Education Softwares and the Current Condition

   31      1+1 paradise                                                         1   Legend    completed 15
   32      Funny games-international chess                                      1   Zili      completed 20
   33      Funny games-toy bricks building                                      1   Legend    completed 16
   34      Funny games-loan carrier                                             1   Legend    completed 12
   35      Funny games-brick builder                                            1   Legend    completed 18
   36      Extracurricular assistance for elementary school-charts of numbers
           and arrays                                                           1   school    completed 20
   37      Extracurricular assistance for elementary school-maths games         1   school    completed 30
   38      Extracurricular assistance for elementary school-numbers, lines, and
           sections                                                             1   school    completed 20
   39      Extracurricular assistance for elementary school-spelling games      1   school    completed 26
   40      Extracurricular assistance for elementary school-games of Chinese
           characters                                                           1   school    completed 38
   41      Extracurricular assistance for elementary school-exercise of Chinese
           idioms                                                               1   school    completed 36
   42      Extracurricular assistance for elementary school-Reda test 3Q test
           software                                                             1   school    completed 20
   43      The ABC of computer-keyboard tutor                                   1   school    completed 14
   44      The ABC of computer-extrance to computer                             1   school    completed 15
   45      Question bank of intelligence-senior high English family-staple
           product of Legend                                                    1   Legend    completed 65
   46      Question bank of intelligence-senior high English family-staple
           product of Legend                                                    1   Legend    completed 60
   47      Question bank of intelligence-senior high English family-staple
           product of Legend                                                    1   Legend    completed 40
   48      Question bank of intelligence-senior high English family-staple
           product of Legend                                                    1   Legend    completed 46
   49      Composition master-Legend magic cube                                 1   legend    completed 50
   50      Collection of Difficult Questions-ancient Rome senior high history   1   school    completed 20
   51      Collection of Difficult Questions-ancient drifting senior high
           geography                                                            1   school    completed 15



<PAGE>



              List of Education Softwares and the Current Condition

   52      24 points                                                            1   Legend    completed 15
   53      Nature of gas                                                        1   school    completed 18
   54      Numbers, arrays and charts (I)                                       1   school    completed 23
   55      Numbers, arrays and charts (II)                                      1   school    completed 22
   56      Numbers, arrays and charts (III)                                     1   school    completed 22
   57      Visiting labyrinth                                                   1   school    completed 18
   58      Monkey King fights out                                               1   school    completed 18
   59      Question on sums and difference                                      1   school    completed 10
   60      Cute brain                                                           1   school    completed 10
   61      Comprehensive shapes                                                 1   school    completed 10
   62      Nature of condensor                                                  1   school    completed 10
   63      Question of chasing                                                  1   school    completed 14
   64      Story of Xiao Ming                                                   1   school    completed 15
   65      Electric circuits                                                    1   school    completed 17
   66      Arrangements of arrays                                               1   school    completed 18
   67      Intelligence challenge                                               1   school    completed 12
   68      Triangles                                                            1   school    completed 18
   69      Intelligence test (I)                                                1   school    completed 10
   70      Intelligence test (II)                                               1   school    completed 10
   71      Introduction to plane geometry                                       1   school    completed 18
   72      Contest on applied questions                                         1   school    completed 18



<PAGE>



              List of Education Softwares and the Current Condition

   73      Contest on addition and subtraction                                  1   school    completed 18
   74      Contest on multiplication and division                               1   school    completed 18
   75      Equation solution                                                    1   school    completed 18
   76      Four mixed calculations for fractions                                1   school    completed 15
   77      Four mixed calculations for decimals                                 1   school    completed 15
   78      Four mixed calculations for whole numbers                            1   school    completed 15
   79      Additions                                                            1   school    completed 15
   80      Questions of 2-4                                                     1   school    completed 15
   81      Shapes for elementary school (I)                                     1   school    completed 15
   82      Shapes for elementary school (II)                                    1   school    completed 18
   83      Shapes for elementary school (III)                                   1   school    completed 18
   84      Arithmetics for BCS                                                  1   school    completed 15
   85      Questions of arithmetics for elementary school                       1   school    completed 10
   86      Quadrilateral                                                        1   school    completed 18
   87      Rotating substance                                                   1   school    completed 16
   88      Multi-facet substance                                                1   school    completed 16
   89      Volume                                                               1   school    completed 16
   90      Cubic plane                                                          1   school    completed 15
   91      The ABC of computer                                                  1   People's
                                                                                    Ed P      completed 9.4
   92      Asking for directions                                                1   school    completed 18
   93      History                                                              1   school    completed 28



<PAGE>



              List of Education Softwares and the Current Condition

   94      Conditions of sinking and floating in physics                        1   school    completed 28
   95      Cubic geometry (straight lines in different planes)                  1   school    completed 16
   96      Texts of Classical Chinese                                           1   school    completed 15
   97      Dictionary of basic Chinese characters                               1   People's
                                                                                    Ed P      completed 160
   98      An old Beijing hand                                                  1   Zili      completed 110
   99      Textbook series for junior high physics                              2   Peoples
                                                                                    Ed P      uncomplete  80
   100     Textbook series for junior high chemistry                            2   Peoples
                                                                                    Ed P      uncomplete  90
   101     Textbook series for junior high maths                                6   Peoples
                                                                                    Ed P      uncomplete 180
   102     Textbook series for junior high English                              6   Peoples
                                                                                    Ed P      uncomplete 100
   103     Textbook series for junior high biology                              3   Peoples
                                                                                    Ed P      uncomplete  60
   104     Textbook series for junior high geography                            3   Peoples
                                                                                    Ed P      uncomplete  60
   105     Textbook series for junior high history                              6   Peoples
                                                                                    Ed P      uncomplete  60
   106     Textbook series for junior high Chinese                              1   Peoples
                                                                                    Ed P      uncomplete 120
   107     Comprehensive review of English for exam                             1   Peoples
                                                                                    Ed P      uncomplete  20
   108     Memory of English words                                              1   Zili      completed    8



<PAGE>



              List of Education Softwares and the Current Condition

   109     English for elementary pupils                                        4  Peopples Ed P   uncomplete     85
   110     Cartoons and VCD                                                    26  Artist Studio   completed     800
   111     Animation cartoon books                                             12  Artist studio   completed     480
   112     Chinese conversations                                                1  Taiwan          completed      60
   113     Family beauty expert                                                 1  Zili            completed      80
   114     English prepositions                                                 1  TV education    completed      10
   115     Comprehensive review of Chinese for entrance exam                    1  People's ed P   uncomplete      25
   116     Comprehensive review of history for entrance exam                    1  People's ed P   uncomplete      25
   117     Comprehensive review of biology for entrance exam                    1  People's ed P   uncomplete      25
   118     Comprehensive review of maths for entrance exam                      1  People's ed P   uncomplete      25
   119     Comprehensive review of chemistry for entrance exam                  1  People's ed P   uncomplete      25
   120     Comprehensive review of physics for entrance exam                    1  People's ed P   uncomplete      25
</TABLE>


           Total Costs: RMB 52,174,000
Exhibit (10)
AMENDMENT AND EXPLANATION OF RESTATED
AGREEMENT EFFECTIVE RETROACTIVELY TO JUNE 1, 1995

WHEREAS, the parties o the Joint Venture Contract dated as of June 1, 1995, as
restated by amendment, have agreed to incorporate the following amendments and
explanations into this contract to restate and clarify certain items, including
(i) the terms upon which the parties have agreed to contribute to the Joint
Venture; and (ii) the relationship among the parties and the Joint Venture.



<PAGE>




                                  Contribution
                                  ------------

The total amount of investment to be contributed by the Tengtu International
Corporation ("TIC"), which has been substituted for Tengtu Enterprises Limited,
a proposed subsidiary of TIC which was not utilized for this transaction, shall
be US $12,000,000 in cash. To date, TIC has contributed, or caused to be
contributed, US $6,000,000 contribution to the Joint Venture . It is intended
that the remaining US $6,000,000 contribution to the Joint Venture to be made,
or caused to be made, by TIC shall be through a subsidiary of TIC, either
Transcontinental Multimedia Inc., or CRC Bermuda Corp. (to be formed in the
future) upon the completion of the next major financing by TIC. TIC's equity
interest in the Joint Venture shall be adjusted from 49% to 57% retroactive to
June 1, 1995.

Beijing Tengtu Culture & Education electronics Development co., Ltd.'s ("Tengtu
China") contribution to the Joint Venture shall be the assignment of its
contract with People's Education Press ("PEP") to supply virtually all
textbooks, educational software and other educational materials for use in o by
all elementary, middle and high schools and junior collected in China. There
shall be no other intangible assets to be contributed by Tengtu China except the
right to the PEP contract. The value of the PEP contract assigned to the Joint
Venture shall be a 43% interest in the Joint Venture. Tengtu China has also
transferred rights to ceratin educational software, both developed o in the
process of being developed, and certain equipment or the use thereof, as
required by the initial Joint Venture agreement. Due to the rapidly changing
technology and market conditions, the owners of the Joint Venture agree and
acknowledge that this software and this equipment had no fair market value as of
the date(s) of transfer or, where applicable, usage of equipment.
The contributions from Blue Lake USA (RMB 33,971,683) mentioned in Note 7 to the
Financial Statements of Tengtu China (included in the August 1996 Tengtu
International Corporation Private Placement Memorandum) will not be transferred
to the Joint Venture. These contributions were not related to the formulation of
the Joint Venture and were not related to the subsequent receipt by Blue Lake
USA of the two million shares and US $100,000 cash received from TIC in exchange
for Blue Lake USA's interest in the Joint Venture in June 1996.

                     Profits and Losses of the Joint Venture
                     ---------------------------------------

The parties have agreed that Tengtu China shall not be required to share in or
be responsible for any losses incurred by the Joint venture. After-tax profits
may not be distributed to TIC until the total US $12,000,000 cash has been
contributed to the Joint Venture by TIC. Furthermore, after-tax profits may not
be distributed to any parities unless the losses from previous years have been
recouped and TIC has received back all the cash contributions, without interest,
contributed or caused to be contributed, by it to the Joint Venture. Thereafter,
profits, when and if distributed, shall be allocated 43% to Tengtu China and 57%
to TIC.

                                 Effective Date
                                 --------------

The Restated Joint Venture Contract and this Amendment and Explanation, upon
execution, shall supersede the previous Joint Venture Contract and be effective
retroactively to June 1, 1995. IN WITNESS WHEREOF, the parties hereto have
caused this Amendment and explanation to be executed.

TENGTU INTERNATIONAL CORPORATION




DATE:________, 1998
----------------------------------
BY:

BEIJING TENGTU CULTURE & EDUCATION
ELECTRONICS DEVELOPMENT CO., LTD


DATE:________, 1998
----------------------------------
BY:
EXHIBIT (10)

DIRECT EFFECT Program Agreement
CONTRACT #    11174
           ------------