Exhibit 10.25


                           TENGTU INTERNATIONAL CORP.


                              COMMON STOCK WARRANT

         NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE THEREOF
         HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
         COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR CANADIAN
         PROVINCE, OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
         THIS WARRANT IS RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR
         TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION
         REQUIREMENTS.


Void after December 21, 2005

                              Warrant to Purchase 570,000 shares of Common Stock
                             (subject to adjustment)

         Tengtu International Corp., a Delaware corporation (the "Company"),
hereby certifies that, for value received, Orion Capital Incorporated, together
with its successors and assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company at any time or from time to
time before 5:00 P.M. New York time, on December 21, 2005, fully paid and
nonassessable shares of the Company's $.01 par value per share common stock (the
"Common Stock"). The purchase price per share (the "Purchase Price") shall be,
in the event of a purchase at any time during the period commencing on the date
hereof and ending on December 21, 2005, U.S.$.30. The number of shares of Common
Stock and the amount of the Purchase Price is subject to adjustment as provided
herein

         This warrant is the "Warrant" (this "Warrant"), evidencing the right to
purchase shares of Common Stock of the Company, issued pursuant to that certain
Amended Loan Agreement dated December 21, 2000 (as amended, modified or
otherwise supplemented from time to time, the "Loan Agreement"), between the
Company and the Holder. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth for such terms in the Loan Agreement. This
Warrant evidences the right to purchase an aggregate of 100,000 shares of Common
Stock of the Company, subject to adjustment as provided in this Warrant.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

                  (a) The term "Closing Market Price" refers to the closing
price of the Company's Common Stock on any day as reported by a national
securities exchange, the O.T.C. Bulletin Board, National Association of
Securities Dealers Automated Quotation System ("Nasdaq") Small Cap Market, or if
the Common Stock is not traded or quoted on any of the foregoing, the closing
price in any other over-the-counter market.

                  (b) The term "Company" includes any corporation which shall
succeed to or assume the obligations of the Company hereunder.

                  (c) The term "Common Stock" includes all stock of any class or
classes (however designated) of the Company, authorized on or after the date
hereof, the holders of which shall have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been suspended by
the happening of such a contingency).

                  (d) The term "Other Securities" refers to any stock (other
than Common Stock) and other securities of the Company or any other person
(corporate or otherwise) which the Holder of this Warrant at any time shall be
entitled to receive, or shall have received, on the exercise of this Warrant, in
lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or
Other Securities pursuant to Sections 5 or 7 or otherwise.

                  (e) The term "SEC," "Securities and Exchange Commission" or
"Commission" refers to the Securities and Exchange Commission or any other
federal agency then administering the Securities Act.

                                       -1-

<PAGE>

                  (f) The term "Shares" means the Common Stock issued or
issuable upon exercise of this Warrant.

                  (g) The term "Securities Act" means the Securities Act of
1933, as amended, or any successor federal statute, and the rules and
regulations of the Securities and Exchange Commission thereunder, all as the
same shall be in effect at the time.

                  (h) The term "Securities Exchange Act" means the Securities
Exchange Act of 1934, as amended, or any successor federal statute, and the
rules and regulations of the Securities and Exchange Commission thereunder, all
as the same shall be in effect at the time.

                  1. Registration Rights. This Warrant does not grant the Holder
the right to require that the Company register the Shares.

         2.       Restricted Stock.

                  2.1 If, at the time of any transfer or exchange (other than a
transfer or exchange not involving a change in the beneficial ownership of this
Warrant or the Shares) of this Warrant or the Shares, this Warrant or the Shares
shall not be registered under the Securities Act, the Company will require, as a
condition of allowing such transfer or exchange, that the Holder or transferee
of this Warrant or the Shares, as the case may be, furnish to the Company an
opinion of counsel reasonably acceptable to the Company. In the case of such
transfer or exchange and in the case of an exercise of this Warrant if the
Shares to be issued thereupon are not registered pursuant to the Securities Act,
the Company will require a written statement that this Warrant or the Shares, as
the case may be, are being acquired for investment and not with a view to the
distribution thereof. The certificates evidencing the Shares issued on the
exercise of this Warrant shall, if such Shares are being sold or transferred
without registration under the Securities Act, bear a legend similar to the
legend on the face page of this Warrant.

                  2.2 (a) The Company shall, at all times, make and keep public
information available, as those terms are understood and defined in Rule 144
under the Securities Act.

                  (b) The Company shall file with the Commission in a timely
manner all required reports and other documents as the Commission may prescribe
under Section 13(a) or 15(d) of the Exchange Act.

                  (c) The Company shall furnish to the Holder of this Warrant or
the Shares designated by the Holder, forthwith upon request, (i) a written
statement by the Company as to its compliance with the reporting requirements
under the Securities Act and of the reporting requirements of the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the Company, (iii)
any other reports and documents necessary to satisfy the information-furnishing
condition to offers and sales under Rule 144A under the Securities Act, and (iv)
such other reports and documents as the Holder of this Warrant or the Shares
reasonably requests to avail itself of any rule or regulation of the Commission
allowing the Holder to sell any such securities without registration.

         3.       Exercise of Warrant.

                  3.1 Exercise in Full. The Holder of this Warrant may exercise
it in full by surrendering this Warrant, with the form of subscription at the
end hereof duly executed by the Holder, to the Company at its principal office.
Payment of the Exercise Price may be made by either of the following, or a
combination thereof, at the election of Holder:

                  (a) Cash Exercise: The surrendered Warrant shall be
accompanied by payment, in cash or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying the number of
shares of Common Stock called for on the face of this Warrant by the applicable
Purchase Price; or

                  (b) Cashless Exercise: The surrendered Warrant shall be
accompanied by a notice of cashless election, in which event the Company shall
issue Holder a number of shares of Common Stock computed using the following
formula:


                                       -2-

<PAGE>



                                            X = Y (A-B)/A

where:   X = the number of shares of Common Stock to be issued to Holder.

         Y = the number of shares of Common Stock for which this Warrant is
         being exercised.

         A = the Market Price of one (1) share of Common Stock (for purposes of
         this Section 3.1(b), the "Market Price" shall be defined as the average
         closing price of the Common Stock for the five (5) trading days prior
         to the date of exercise of this Warrant (the "Average Closing Price"),
         as reported by the O.T.C. Bulletin Board, National Association of
         Securities Dealers Automated Quotation System ("Nasdaq") Small Cap
         Market, or if the Common Stock is not traded on the Nasdaq Small Cap
         Market, the Average Closing Price in any other over-the-counter market;
         provided, however, that if the Common Stock is listed on a stock
         exchange, the Market Price shall be the Average Closing Price on such
         exchange for the five (5) trading days prior to the date of exercise of
         the Warrant. If the Common Stock is/was not traded during the five (5)
         trading days prior to the Date of Exercise, then the closing price for
         the last publicly traded day shall be deemed to be the closing price
         for any and all (if applicable) days during such five (5) trading day
         period.

                  B = the Exercise Price.

                  3.2 Partial Exercise. This Warrant may be exercised in part by
surrender of this Warrant in the manner and at the place provided in Subsection
3.1 except that the amount obtained by multiplying (a) the number of shares of
Common Stock called for on the face of this Warrant as shall be designated by
the Holder in the subscription at the end hereof by (b) the Purchase Price or by
use of the cashless exercise formula above. On any such partial exercise,
subject to the provisions of Section 2 hereof, the Company at its expense will
forthwith issue and deliver to or upon the order of the Holder a new Warrant or
Warrants of like tenor, in the name of the Holder calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock equal to the
number of such shares called for on the face of this Warrant minus the number of
such shares designated by the Holder in the subscription at the end hereof.

                  3.3 Company Acknowledgment. The Company will, at the time of
the exercise, exchange or transfer of this Warrant, upon the request of the
Holder acknowledge in writing its continuing obligation to afford to the Holder
any rights to which the Holder shall continue to be entitled after such exercise
or exchange in accordance with the provisions of this Warrant; provided that, if
the Holder of this Warrant shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to the
Holder any such rights.

         4. Delivery of Stock Certificates, Etc., on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within ten business (10) days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder, a certificate or certificates
for the number of fully paid and nonassessable Shares to which the Holder shall
be entitled on such exercise. No fractional Share or scrip representing a
fraction of a Share will be issued on exercise, but the number of Shares
issuable shall be rounded to the nearest whole Share.

                  4.1 The Holder shall be deemed to be the holder of record of
the shares of Common Stock issuable upon exercise of this Warrant,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.

                  4.2      Listing. When and if the Shares may be sold under
                           Rule 144, promulgated under the Securities Act, or
                           are included in an effective registration statement,
                           the Company shall secure the listing of such shares
                           of Common Stock upon each national securities
                           exchange or automated quotation system, if any, upon
                           which shares of Common Stock are then listed (subject
                           to official notice of issuance upon exercise of this
                           Warrant) to the extentthat such listing is necessary
                           to trade the Shares on the national securities
                           exchange or automated quotation system upon which the
                           shares of Common Stock are then listed. The Company
                           shall maintain, so long as any other shares of Common
                           Stock shall so be listed, such listing of all Shares.



                                       -3-

<PAGE>


         5.       Adjustment for Reorganization, Consolidation, Merger, Etc.

                  5.1 Merger, Etc. If the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person, or (c)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company within twenty-four (24) months from the date of such transfer (any such
transaction being hereinafter sometimes referred to as a "Reorganization") then,
in each such case, the Holder of this Warrant, on the exercise hereof as
provided in Section 3 at any time after the consummation or effective date of
such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares
issuable on such exercise prior to such consummation or such effective date, the
stock and other securities and property (including cash) to which the Holder
would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if the Holder had so exercised this Warrant,
immediately prior thereto; provided that the successor corporation in any such
Reorganization described in clause (b) or (c) above where the Company will not
be the surviving entity (the "Acquiring Company") has agreed prior to such
Reorganization in a writing satisfactory in form and substance to the Holder
that this Warrant shall continue in full force and effect and the terms hereof
shall be applicable to the shares of stock and other securities and property
receivable on exercise after the consummation of such Reorganization, and shall
be binding upon the issuer of any such stock or other securities (including, in
the case of any transfer of properties or assets referred to above, the person
acquiring all or substantially all of the properties or assets of the Company).

         If the Acquiring Company has not so agreed to continue this Warrant,
then the Company shall give 30 days' prior written notice to the Holder of this
Warrant of such Reorganization, during which 30-day period (the "Notice Period")
the Holder at its option and upon written notice to the Company shall be able to
(i) exercise this Warrant or any part thereof at an exercise price (the
"Discounted Exercise Price") equal to the then prevailing purchase price
hereunder discounted at the Discount Rate (as used herein the "Discount Rate"
shall mean the then prevailing interest rate on U.S. Treasury Notes issued on
(or immediately prior to) the date of such 30-day notice and maturing on
December 21, 2005 (or immediately prior thereto), such rate to be compounded
annually through December 21, 2005, and in no event to be less than 10%
annually); or (ii) on the Effective Date, the Holder of this Warrant shall be
paid an amount (the "Merger Profit Amount") equal to the difference between the
fair market value per share of Common Stock of the Company being purchased by
the Acquiring Company in the Reorganization and the Discounted Exercise Price
described in clause (i) above and the Warrant shall simultaneously expire. The
Merger Profit Amount shall be payable in the same form as the common
stockholders of the Company shall be paid by the Acquiring Company for their
shares of common stock of the Company. The fair market value of any noncash
property received from the Acquiring Company upon the Reorganization shall be
determined in good faith by the Board of Directors of the Company, as approved
by the Company's stockholders.

                  5.2 Dissolution. Except as otherwise expressly provided in
Subsection 5.1, in the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or assets, the Company,
prior to such dissolution, shall at its expense deliver or cause to be delivered
the stock and other securities and property (including cash, where applicable)
receivable by the Holder of this Warrant after the effective date of such
dissolution pursuant to this Section 6 to a bank or trust company having its
principal office in New York, New York, as trustee for the Holder of this
Warrant.

                  5.3 Continuation of Terms. Except as otherwise expressly
provided in Subsection 5.1, upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 5, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant After the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 5.1.

         6. No Impairment. The Company will not, by amendment of its certificate
of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holders of this
Warrant against


                                       -4-

<PAGE>

dilution or other impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise and (b) will at all times reserve and keep available out of its
authorized capital stock, solely for the purpose of issue upon exercise of this
Warrant as herein provided, such number of shares of Common Stock as shall then
be issuable upon exercise of this Warrant in full and shall take all such action
as may be necessary or appropriate in order that all shares of Common Stock that
shall be so issuable shall be duly and validly issued and fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

         7.       No Dilution.

                  (a) In the event the Company shall pay a share dividend or
other distribution payable in shares of Common Stock, or the issued shares of
Common Stock shall be subdivided, combined or consolidated, by reclassification
or otherwise, into a greater or lesser number of shares of Common Stock, the
Purchase Price in effect immediately prior (and each Purchase Price in effect
subsequent) to such subdivision or combination shall, concurrently with the
effectiveness of such subdivision, combination or consolidation, be
proportionately adjusted. In the case of a share dividend or other distribution
payable in shares of Common Stock such adjustment shall occur as follows: the
Purchase Price that is then in effect (and in effect at any time thereafter)
shall be decreased or increased, as the case may be, as of the time of such
issuance, or in the event a record date is fixed, as of the close of business on
such record date, by multiplying or dividing the Purchase Price, as the case may
be, then (and therefore) in effect by a fraction (1) the numerator of which is
the total number of shares of issued Common Stock immediately prior to the time
of such issuance or the close of business on such record date, as the case may
be, and (2) the denominator of which is the total number of shares of issued
Common Stock immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however, that, if such
record date is fixed and such dividend is not fully paid or if such distribution
is not fully made on the date fixed therefor, the Purchase Price shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Purchase Price shall be adjusted to reflect he actual payment of
such dividend or distribution.

                  (b) In the event that the Company shall, after December 21,
2000, pay a dividend or make a distribution payable otherwise than in shares of
Common Stock, the Company shall pay to the Holder of this Warrant, on the
dividend or distribution payment date, the cash, stock or other securities and
other property which the Holder would have received if such Holder had exercised
this Warrant in full to purchase Common Stock and had been the record holder of
such Common Stock on the date on which a record is taken for the purpose of such
dividend or distribution.

                  (c) In the event that the Company shall, after December 21,
2000, issue or sell any shares of its Common Stock, other than issuances or
sales in connection with the Company's stock option incentive plan in effect on
the date hereof, for a consideration per share less than the closing market
price on that date of agreement to such issuance or sale, then, forthwith upon
such issue or sale, the Purchase Price shall be reduced to the price, calculated
to the nearest cent, determined as provided in clause (i) below:

                  (i) by multiplying the Purchase Price in effect immediately
prior to the time of such issue or sale by a fraction, the numerator of which
shall be the sum of (a) the number of shares of Common Stock outstanding
immediately prior to such issue or sale multiplied by the closing market price
immediately prior to such issue or sale and (b) the consideration received by
the Company upon such issue or sale, and the denominator of which shall be the
product of (x) the total number of shares of Common Stock outstanding
immediately after such issue or sale and (y) the closing market price
immediately prior to such issue or sale.


                  (d) Upon the occurrence of each adjustment of the Purchase
Price pursuant to this Section 7, the number of shares issuable upon exercise of
this Warrant shall simultaneously be adjusted by multiplying (i) the number of
Shares issuable immediately prior to such adjustment by (ii) the Purchase Price
in effect immediately prior to such adjustment, and dividing the product so
obtained by the Purchase Price as so adjusted, and the Company shall prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based.



                                       -5-

<PAGE>

                  (e) The form of this Warrant need not be changed because of
any change in the Purchase Price pursuant to this Section 7. However, the
Company may at any time in its sole discretion (which shall be conclusive) make
any change in the form of this Warrant that it may deem appropriate and that
does not affect the substance thereof. Any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.

                  (f)       In case at any time after the date of this Warrant:

                  (i) The Company shall declare a dividend (or any other
distribution) on its shares of Common Stock payable otherwise than in cash out
of its earned surplus; or

                  (ii) The Company shall authorize any reclassification of the
shares of its Common Stock, or any consolidation or merger to which it is a
party and for which approval of any shareholders of the Company is required, or
the sale or transfer of all or substantially all of its assets or all or
substantially all of its issued and outstanding stock; or

                  (iii) Events shall have occurred resulting in the voluntary
and involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause notice to be sent to the Holder at least twenty
(20) days prior (or ten (10) day prior in any case specified in clause (i)
above, or on the date of any case specified in clause (iii) above) to the
applicable record date hereinafter specified, stating (1) the date on which a
record is to be taken or the purpose of such dividend, distribution or rights,
or, if a record is not to be taken, the date as of which the holders of shares
of Common Stock of record will be entitled to such dividend, distribution or
rights are to be determined or (2) the date on which such reclassification,
consolidation, merger, sale, transfer, initial public offering, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of shares of Common Stock or record shall be
entitled to exchange their shares for securities or other property deliverable
upon such reclassification, consolidation, merger, sale transfer, dissolution,
liquidation or winding up. Failure to give any such notice of any defect therein
shall not affect the validity of the proceedings referred to in clauses (i),
(ii) and (iii) above.

         8. Reporting Requirements. The Company shall provide written notice to
Holder of any "Ineffective Period," as defined below, within two days of the
commencement of any Ineffective Period. "Ineffective Period" shall mean any
period of time after the effective date of a registration statement covering
this Warrant or the Shares during the term hereof that such registration
statement or any supplemental or amended registration statement becomes
ineffective or unavailable for use for the sale or resale, as applicable, of any
or all of the Shares for any reason (or in the event the prospectus is not
current and deliverable).

                  9. Replacement of Warrants. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case

of any such loss, theft or destruction of this Warrant, on delivery of an
indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

                  10. Expenses. The Company agrees to pay any and all stamp,
transfer and other similar taxes payable or determined to be payable in
connection with the execution and delivery of this Warrant and the issuance of
this Warrant.

         11. Warrant Agent. The Company may, by written notice to the Holder of
this Warrant, appoint an agent having an office in New York, New York, or U.S.
Stock Transfer Corp. for the purpose of issuing Shares on the exercise of this
Warrants pursuant to Section 3, exchanging this Warrant pursuant to Section 8,
and replacing this Warrant pursuant to Section 9, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

         12. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

                  13. Negotiability, Etc. This Warrant is issued upon the
following terms, to all of which the Holder or owner hereof by the taking hereof
consents and agrees:


                                       -6-

<PAGE>



                  (a) title to this Warrant may be transferred by endorsement
(by the Holder executing the form of assignment at the end hereof) and delivery
in the same manner as in the case of a negotiable instrument transferable by
endorsement and delivery;

                  (b) any person in possession of this Warrant properly endorsed
is authorized to represent himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of each such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and

                  (c) until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

                  14. Notice, Etc. All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first class registered
or certified airmail, postage prepaid, at such address as may have been
furnished to the Company in writing by the Holder.

         15. Governing Law; Jurisdiction. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to the conflicts of laws provisions thereof. Holder and the Company hereby
irrevocably and unconditionally submit, for themselves and their property, to
the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Warrant, or for
recognition or enforcement of any judgment, and hereby irrevocably and
unconditionally agree that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Holder and the Company hereby agree
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Holder and the Company hereby irrevocably and
unconditionally waive, to the fullest extent they may legally and effectively do
so, any objection which they may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Warrant in any
court referred to above, and hereby irrevocably waive, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court. Holder and the Company irrevocably
consent to service of process in the manner provided for notices above. Nothing
in this Agreement will affect the right of the Holder to serve process in any
other manner permitted by law. HOLDER AND THE COMPANY HEREBY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). HOLDER AND THE COMPANY CERTIFY THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF HOLDER OR THE COMPANY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER.

         16. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant is being delivered in the State of New York and shall be
construed and enforced in accordance with and governed by its laws. The headings
in this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof. This Warrant is being executed as an
instrument under seal. All nouns and pronouns used herein shall be deemed to
refer to the masculine, feminine or neuter, as the identity of the person or
persons to whom reference is made herein may require. If one or more provisions
of this Warrant are held to be unenforceable under applicable law, such
provision(s) shall be excluded from this Warrant and the balance of the Warrant
shall be interpreted as if such provision(s) were so excluded and shall be
enforceable in accordance with its terms.











                                       -7-


<PAGE>

                  17. Expiration. The right to exercise this Warrant shall
expire at 5:00 P.M., New York time, on December 21, 2005.

Dated: December 21, 2000

                           TENGTU INTERNATIONAL CORP.


                           By:------------------------
                              Name: Pak Kwan Cheung
                              Title: Chairman and Chief Executive Officer


Addresses for Notices

The Company:

206-5050 Kingsway
Burnaby, B.C., Canada V5H 4H2
Attention: Pak Kwan Cheung

Holder:

The name and address as indicated in the books of the Company









                                       -8-
                                                                   ATTACHMENT A
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                               NOTICE OF EXERCISE

(To be Executed by the Registered Holder in order to Exercise the Warrant)

         The undersigned holder hereby irrevocably elects to purchase ----
shares of Common Stock of Tengtu International Corp. (the "Company") pursuant to
the Common Stock Warrant void after December 21, 2005 issued by the Company
according to the conditions set forth in said warrant and as of the date set
forth below.*

Date of Exercise:

Number of Shares be Purchased by Cash Exercise: --------------------------------

Applicable Purchase Price for Cash Exercise:------------------------------------

Number of Shares be Purchased by Cashless Exercise: ----------------------------

Applicable Market Price for Cashless Exercise:----------------------------------



Signature:

Name:------------------------------------

Address:


* This original Warrant must accompany this Notice of Exercise.












                                       -9-
<PAGE>

                                                                    ATTACHMENT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

         FOR VALUE RECEIVED, the undersigned holder of the attached warrant (the
"Warrant") hereby sells, assigns and transfers unto the person or persons below
named the right to purchase ------- shares of the Common Stock of Tengtu
International Corp., evidenced by the attached Warrant and does hereby
irrevocably constitute and appoint ----------------------- attorney to transfer
the said Warrant on the books of the Company, with full power of substitution in
the premises.

Dated:   ---------                  ------------------------------
                                    Signature



Fill in for new registration of Warrant:

-----------------------------------
                  Name

-----------------------------------
                  Address

-----------------------------------
Please print name and address of assignee
(including zip code number)

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NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
------------------------------------------------------------------------





                                      -10-



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