TENGTU INTERNATIONAL CORP
AMENDED LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDED LOAN AGREEMENT
<TEXT>




                                                                   Exhibit 10.21

AMENDED LOAN AGREEMENT
----------------------

         AGREEMENT made on this 21st day of December, 2000, by and between
Tengtu International Corp., a Delaware corporation ("Debtor"), and Orion Capital
Incorporated, a corporation organized under the laws of Ontario ("Creditor").

                              W I T N E S S E T H :
                              ---------------------

         WHEREAS, Debtor and Creditor entered into a Loan Agreement dated
November 17, 2000 (the "Original Loan Agreement") pursuant to which, among other
things, Creditor loaned Debtor the principal sum of $500,000 and Debtor agreed
to issue Creditor a warrant to purchase 100,000 shares of Debtor's common stock
(the "Original Warrant"); and

         WHEREAS, Debtor and Creditor desire to amend the Original Loan
Agreement to, among other things, refinance the initial $500,000 loan to Debtor,
provide for an additional extension of credit to Debtor in the principal amount
of $500,000, and to provide for the issuance of a warrant to purchase an
additional 570,000 shares of Debtor's common stock (the "New Warrant" and
together with the Original Warrant, the "Warrants"); and

         WHEREAS, Debtor and Creditor have agreed to enter into this Amended
Loan Agreement which will supercede the Original Loan Agreement on the terms set
forth herein;

         NOW, THEREFORE, in consideration of mutual covenants and promises
contained in this agreement, Debtor and Creditor agree:

1.       Loan Agreement. On the terms and subject to the conditions set forth in
         this Agreement, Creditor shall loan to Debtor, and Debtor shall borrow
         from Creditor, an aggregate amount equal to the sum of
         U.S.$1,004,743.93 (the "Loan"), consisting of (x) $500,000 principal
         amount that was loaned to Debtor by Creditor on November 17, 2000
         pursuant to the Original Loan Agreement, (y) $4,743.93 representing
         accrued and unpaid interest on the amount referred to in clause (x)
         through the date hereof, and (z) an additional $500,000 principal
         amount that is being loaned to Debtor on the date hereof.

2.       Loan Terms. In connection with the Loan, Debtor shall duly execute and
         deliver to Creditor a Promissory Note containing the terms, and
         substantially in the form, set forth in Exhibit A hereto (the "Note").
         Upon the execution of this Agreement the Promissory Note previously
         delivered to Creditor by Debtor dated November 17, 2000 shall be
         superceded by the Note and shall be returned to Debtor and canceled.

3.       Representations and Warranties. (A) Debtor hereby represents and
         warrants to Creditor as follows:

         (1) Organization. Debtor is a corporation duly organized, validly
existing and in good standing under the laws of Delaware, and has full corporate
power and authority to conduct its business as and to the extent now conducted
and to own, use and lease its assets and properties. Debtor has full corporate
power and authority to execute and deliver this Agreement and the Note, Warrants
and the other documents, instruments and agreements entered into in connection
herewith (together with the Note and the Warrants, the "Operative Agreements")
and to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby.

                                       -1-


<PAGE>


         (2) Authority; Due Authorization. The execution and delivery by Debtor
of this Agreement and the Operative Agreements, and the performance by Debtor of
its obligations hereunder and thereunder, have been duly and validly authorized
by the Board of Directors of Debtor, no other corporate action on the part of
Debtor or its respective shareholders being necessary. Each of the Agreements
has been duly and validly executed and delivered by Debtor and constitutes, and
upon delivery by Debtor of the Note and the Warrants, the Note and the Warrants
will constitute, legal, valid and binding obligations of Debtor enforceable
against Debtor in accordance with their terms.

         (3) No Conflicts. The execution and delivery by Debtor of this
Agreement do not, and the execution and delivery by Debtor of the Operative
Documents, the performance by Debtor of its obligations under this Agreement,
the Operative Documents and the consummation of the transactions contemplated
hereby or thereby will not:

                  (I) conflict with or result in a violation or breach of any of
the terms, conditions or provisions of the certificate of incorporation or
by-laws (or other comparable corporate charter document) of Debtor;

                  (II)     conflict with or result in a violation or breach of
any term or provision of any law or order applicable to Debtor or any of its
assets and properties; or

                  (III) (a) conflict with or result in a violation or breach of,
(b) constitute (with or without notice or lapse of time or both) a default
under, (c) require Debtor or any other person or entity to obtain any consent,
approval or action of, make any filing with or give any notice to any person or
entity as a result or under the terms of, or (d) result in the creation or
imposition of any lien upon Debtor or any of its assets or properties under, any
contract or license to which Debtor is a party or by which any of its assets and
properties is bound.

         (4) Warrant. The issuance of the Warrants are not subject to any
preemptive rights or rights of first refusal under the Delaware General
Corporation Law or otherwise created by Debtor. The shares of Debtors $.01 par
value per share common stock (the "Common Stock") issuable upon exercise of the
Warrants have been duly and validly reserved for issuance and are not subject to
any preemptive rights or rights of first refusal under the Delaware General
Corporation Law or otherwise created by the Company, and when issued upon
exercise of the Warrants in accordance with its terms such shares will be duly
authorized, validly issued, fully paid and nonassessable.

         (B) Each individual that is a party to this Agreement hereby represents
and warrants to Creditor as follows:

         (1) Authority. Such individual has full power and authority to execute
and deliver, to perform his or her obligations under, and to consummate the
transactions contemplated by this Agreement. This Agreement is a valid and
legally binding obligation of such individual, enforceable against it in
accordance with its terms.

         (2) Ownership of Common Stock. Such individual (x) is an "affiliate" of
Debtor (as that term is defined in Rule 144 under the Securities Act of 1933, as
amended), (y) solely owns (beneficially and of record) the number of shares of
Common Stock set forth in Schedule 1 hereto, free and clear of all liens and
other encumbrances, and (z) has owned such shares for a least one year prior to
the date hereof. Such individual is not a party or subject to any stockholder
agreement or other arrangement of any kind with respect to the shares of Common
Stock.

         (C) Creditor hereby represents and warrants to Debtor that it is an
"accredited investor" as that term is defined in Rule 501 of Regulation D under
the Securities Act of 1933, as amended.



                                      -2-
<PAGE>


4.Covenants.
  ----------

         (1)   Warrants. In consideration of Creditor's funding of the Loan,
               Debtor shall issue to Creditor the Warrants

               i.   The first warrant shall be the Original Warrant to purchase
                    100,000 shares of Common Stock. The Original Warrant and any
                    documentation relating thereto shall contain customary terms
                    and conditions (including, without limitation, customary
                    antidilution provisions) and shall be in form and substance
                    acceptable to Creditor. The exercise price of the Original
                    Warrant shall be U.S.$.30 per share and it shall be
                    exercisable for a period of five (5) years from the date of
                    issuance. Debtor represents and warrants that resale by
                    Creditor of the shares of Common Stock into which the
                    Original Warrant is exercisable is included in its
                    registration statement on Form S-1 which was declared
                    effective by the Securities and Exchange Commission on
                    December 5, 2000 (the "Registration Statement").

               ii.  The New Warrant shall be a warrant to purchase 570,000
                    shares of Common Stock. The New Warrant shall not have any
                    registration rights. The New Warrant and any documentation
                    relating thereto shall contain customary terms and
                    conditions (including, without limitation, customary
                    antidilution provisions) and shall be in form and substance
                    acceptable to Creditor. The exercise price of the New
                    Warrant shall be U.S.$.30 per share and it shall be
                    exercisable for a period of five (5) years from the date of
                    issuance.

         (2)   In the event that (i) Debtor receives a loan with a term of less
               than one year from another creditor, (ii) on or before March 31,
               2001, (iii) such creditor receives warrants to purchase Common
               Stock in connection with such loan and (iv) the warrant exercise
               price times the number of warrants received is greater than 20%
               of the principal loan amount, Creditor shall receive additional
               warrants such that Creditor and the new creditor receive the same
               number of warrants in proportion to the principal loan amount in
               accordance with the following example. In addition, if any other
               terms or conditions of the warrants issued to such other creditor
               are more favorable to such creditor than the terms of the
               Warrant, then the Warrant shall promptly be amended to
               incorporate the more favorable terms. The additional warrants
               shall also have a term of five years.

               Example: Debtor receives a loan of $500,000 and the creditor
                        receives warrants to purchase 400,000 shares of Common
                        Stock with an exercise price of $.30.

                        Calculations
                        ------------

                        Exercise price of warrants received by new creditor
                        times the number of warrants received by new creditor
                        ($.30 x 400,000) = $120,000 ("Warrant Dollar Amount")

                        New Creditor Warrant Percentage = Warrant Dollar Amount
                        ($120,000) divided by principal amount of new loan
                        ($500,000) = 24%

                        Excess Percentage = New Creditor Warrant Percentage
                        minus 20% = 4%

                        Additional Warrants = Excess Percentage (4%) times
                        principal amount of Creditor's Loan ($500,000) divided
                        by exercise price of Creditor's warrants ($.30) =
                        66,666.67

         (3)   Security. To induce Creditor to enter into this Agreement and to
               extend credit hereunder and to secure payment when due (whether
               at stated maturity, by acceleration or otherwise) of the
               principal and interest under the Note, and for other good and
               valuable consideration, the receipt and sufficiency of which are
               hereby acknowledged, each of the individuals identified in
               Schedule 1 hereto hereby pledges and grants to Creditor a
               security interest in all of such individual's right, title and
               interest in the number of shares of Common Stock identified
               opposite such individuals name on Schedule 1 hereto (the "Stock")
               and agrees to deliver to Creditor the stock certificates (with
               stock powers executed in blank) representing such shares and a
               pledge and security agreement relating thereto containing
               customary terms and conditions and otherwise in form and
               substance satisfactory to Creditor. The Stock shall be free and
               clear of all liens or other encumbrances (other than as
               contemplated by this Agreement) and shall immediately be eligible
               to be freely resold by Creditor pursuant to the Registration
               S0tatement. The security agreement will provide, among other
               things, that Creditor shall have the right to sell the Stock, or
               such portion of the Stock necessary to satisfy any principal and
               accrued interest amounts not paid on the due date thereof and
               that the balance of the Stock, or cash proceeds, if any, in
               excess of the outstanding principal and accrued interest, shall
               then be returned to Debtor. If all principal and interest shall
               have been paid by Debtor, either at the end of the term of the
               Note, or before such time, the Stock shall be returned to Debtor
               within 10 business days of the receipt of the final payment from
               Debtor.



                                      -3-
<PAGE>


5.General.
  --------

         (1)   Amendment. This Amended Loan Agreement shall modify and supercede
               the Loan Agreement between debtor and Creditor dated November 17,
               2000 and the exhibits thereto.

         (2)   Assignability. This Agreement may be assigned by Creditor only.

         (3)   Governing Law; Jursidiction. Any dispute, disagreement, conflict
               of interpretation or claim arising out of or relating to this
               Agreement, or its enforcement, shall be governed by the laws of
               the State of New York. The Debtor and each individual party to
               this Agreement 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
               Agreement or the Note, or for recognition or enforcement of any
               judgment, and each of the parties hereto hereby irrevocably and
               unconditionally agrees that all claims in respect of any such
               action or proceeding may be heard and determined in such New York
               State or, to the extent permitted by law, in such Federal court.
               Each of the parties hereto 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. Each party 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 Agreement or the Note in any
               court referred to above. Each of the parties hereto 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. Each party to this
               Agreement irrevocably consents to service of process in the
               manner provided for notices below. Nothing in this Agreement will
               affect the right of any party to this Agreement to serve process
               in any other manner permitted by law. EACH PARTY HERETO 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
               AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED
               ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
               CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
               PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
               PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
               FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
               PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
               AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
               SECTION.

         (4)   Counterparts. This Agreement may be executed in two or more
               counterparts, each of which shall be deemed an original, but all
               of which together shall constitute one and the same agreement.

         (5)   Headings. The headings and captions used in this Agreement are
               used for convenience only and are not to be considered in
               construing or interpreting this Agreement.

         (6)   Severability. If one or more provisions of this Agreement are
               held to be unenforceable under applicable law, such provision(s)
               shall be excluded from this Agreement and the balance of the
               Agreement shall be interpreted as if such provision(s) were so
               excluded and shall be enforceable in accordance with its terms.




                                      -4-
<PAGE>

         (7)   Waiver. Either party's failure to enforce any provision or
               provisions of this Agreement shall not in any way be construed as
               a waiver of any such provision or provisions, or prevent that
               party thereafter from enforcing each and every other provision of
               this Agreement.

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

                  If to Debtor:

                  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

                  If to any individual shareholder:

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

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

                  If to Creditor:

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

                  Attention:        John Perkins
                  Facsimile No.: 416-620-7279


Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid. Any party hereto may change its address or facsimile
number for notices and other communications hereunder by notice to the other
parties hereto.


                                      -5-
<PAGE>



         In Witness Whereof, the parties hereto have executed this Agreement as
of the date set forth above.

DEBTOR


TENGTU INTERNATIONAL CORP.








By:



Name:

Title:


INDIVIDUALS:


-----------------------------
         Zhang Fan Qi


-----------------------------
         Hai Nan


-----------------------------
         Jing Lian


-----------------------------
         Xiaofeng Lin


-----------------------------
         Pak Cheung




CREDITOR

ORION CAPITAL, INCORPORATED



By:

Name:

Title:








                                       -6-


<PAGE>



                                   SCHEDULE 1


Name                         Number of Shares           Certificate Numbers
----                         ----------------           -------------------

Zhang Fan Qi                 200,000                    882, 883, 884 and 885


Hai Nan                      200,000                            915


Jing Lian                    200,000                             910


Xiaofeng Lin                 200,000                             908


Pak Cheung                   200,000                             45










                                       -7-

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