TENGTU INTERNATIONAL CORP
10% PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>10% PROMISSORY NOTE
<TEXT>





                                                                   Exhibit 10.22

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.



                           TENGTU INTERNATIONAL CORP.

                               10% PROMISSORY NOTE

                            Dated: December 21, 2000


                  FOR VALUE RECEIVED, Tengtu International Corp., a Delaware
corporation (the "Company"), hereby unconditionally promises to pay to Orion
Capital Incorporated ("Orion" and, together with its assigns, the "Holder") on
December 31, 2001 (the "Maturity Date") the principal sum of ONE MILLION FOUR
THOUSAND SEVEN HUNDRED FORTY THREE DOLLARS AND NINETY THREE CENTS
($1,004,743.93), and to pay to the Holder interest on the unpaid principal
amount of this Note as provided in Article I hereof. This is the Promissory Note
referred to in the Loan Agreement and is secured by shares of capital stock of
the Company and a pledge and security agreement as set forth in the Loan
Agreement. Capitalized terms used but not otherwise defined herein have the
respective meanings given to such terms in Article IV hereof.


                                    ARTICLE I

                             PRINCIPAL AND INTEREST

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

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

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

                                   ARTICLE II

                                    PAYMENTS

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

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                  Section 2.2 Prepayments. At any time, and from time to time,
the Company may, at its option, prepay this Note (in an amount up to but not
exceeding the unpaid principal amount hereof and any accrued interest hereon) in
whole or in part without premium or penalty.

                                  ARTICLE III

                               EVENTS OF DEFAULT

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

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

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

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

                  (d) a default by the Company or any Pledgor of any of their
respective obligations under the Pledge Agreement, or the Pledged Stock (as
defined in the Pledge Agreement) ceases, for a period of at least ten (10)
consecutive Business Days, to be freely tradable by the Holder under federal
securities laws in open market transactions; provided, however, that the
suspension (for not more than 45 days) of the effectiveness of any registration
statement filed by the Company with the Securities and Exchange Commission with
respect to the Pledge Stock shall not constitute a default hereunder so long as
the Company proceeds promptly and in good faith to restore the effectiveness of
such registration statement; or

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

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



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

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

                                   ARTICLE IV

                                  DEFINITIONS

                  Section 4.1 Definitions. The following terms shall have the
meanings set forth below:

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

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

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

                  "Note" means any of the 10% Promissory Notes of the Company,
as modified and supplemented and in effect from time to time.

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

                  Pledge Agreement" means the Pledge and Security Agreement
dated as of the date hereof by and among the Company, certain holders of the
Company's common stock and Orion.


                                    ARTICLE V

                                  MISCELLANEOUS


                  Section 5.1 Rank. The Company expressly acknowledges that the
indebtedness evidenced by this Note shall rank senior in right of payment to all
other existing indebtedness of the Company, except to the extent that any such
other indebtedness is secured and shall rank at least pari passu with all future
indebtedness of the Company.

                  Section 5.2 Governing Law; Jurisdiction. This Note shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to the conflicts of laws provisions thereof. The Company
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Note, or for recognition
or enforcement of any judgment, and hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and


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<PAGE>



determined in such New York State or, to the extent permitted by law, in such
Federal court. The Company hereby agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
The Company hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Note in any court referred to above, and hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court. The Company irrevocably consents to service of process in the manner
provided for notices below. Nothing in this Agreement will affect the right of
the Holder to serve process in any other manner permitted by law. THE COMPANY
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE COMPANY CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF HOLDER HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER.

                  Section 5.3 Successors. All agreements of the Company in this
Note shall bind its successors and permitted assigns. This Note shall inure to
the benefit of the Holder and its permitted successors and assigns. The Company
shall not delegate any of its obligations hereunder without the prior written
consent of Holder.

                  Section 5.4 Amendment, Modification or Waiver. No provision of
this Note may be amended, modified or waived except by an instrument in writing
signed by the Company and the Holder.

                  Section 5.5 Legend. This Note, and any note issued in exchange
or substitution for this Note, shall bear the legend appearing on the first page
hereof.

                  Section 5.6 Notices. All notices and other communications in
respect of this Note (including, without limitation, any modifications of, or
requests, waivers or consents under, this Note) shall be given or made in
writing (including, without limitation, by telecopy) (a) in the case of the
Company, at the "Address for Notices" specified below its name on the signature
page hereof and (b) in the case of the Holder, at the address for such purpose
as shall have been most recently specified to the Company by the Holder; or, as
to either the Company or the Holder, at such other address as shall be
designated by such party in a notice to the other party. Except as otherwise
provided in this Note, all such communications shall be deemed to have been duly
given when transmitted by telecopier or personally delivered or, in the case of
a mailed notice, upon receipt, in each case given or addressed as aforesaid.

                  Section 5.7 Delay or Omission Not Waiver. No failure or delay
on the part of the Holder in the exercise of any power, right, or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any right, power or privilege. All rights and remedies
existing hereunder are cumulative to, and not exclusive of, any rights or
remedies otherwise available.








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

                                    TENGTU INTERNATIONAL CORP.


                                    By: --------------------------
                                    Name:
                                    Title:

                                    Address for Notices:

                                    c/o Hecht & Steckman, P.C.
                                    60 East 42nd Street, Suite 501
                                    New York, NY 10165-5101

                                    Attention:  Darren L. Ofsink
                                    Facsimile No: 212-490-3263








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