TENGTU INTERNATIONAL CORP
FORM OF COMMON STOCK PURCHASE
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>2
<FILENAME>exh10-31.txt
<DESCRIPTION>FORM OF COMMON STOCK PURCHASE
<TEXT>


                           EXHIBIT B - FORM OF WARRANT

                           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 [five years from issuance]      Warrant to Purchase 667,000 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 ________, __, 200_, fully paid and
nonassessable shares of the Company's $.01 par value per share common stock (the
"Common Stock"). The purchase price per share (the "Purchase Price") shall be,
in the event of a purchase at any time during the period commencing on the date
hereof and ending on ___________, __ 200_, U.S.$.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
Loan Agreement dated as of March 2, 2001 (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 667,000 shares of Common Stock
of the Company, subject to adjustment as provided in this Warrant.

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         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.

               (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.


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         1. REGISTRATION RIGHTS. The rights of the Holder of this Warrant to
register this Warrant or the Shares shall be as stated in the Registration
Rights Agreement dated March __, 2001 between the Company and Orion Capital
Incorporated.

           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 or Regulation S 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:


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               (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:

                                  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

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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 extent that
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.

         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

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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.


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         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 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

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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.

               (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


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                         (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.


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         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:

               (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

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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.

         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:

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<PAGE>



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






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<PAGE>



                                                                    ATTACHMENT A


                               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.












                                       13

<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)

--------------------------------------------------------------------------------

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.

--------------------------------------------------------------------------------




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<PAGE>

</TEXT>
</DOCUMENT>
