TENGTU INTERNATIONAL CORP
COOPERATION AGREEMENT
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<TYPE>EX-10.33
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<FILENAME>exh10-33.txt
<DESCRIPTION>COOPERATION AGREEMENT
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Exhibit 10.33

                   Agriculture Bank of China and Beijing Jiade
                     Tengtu Scientific and Technology Group

                COOPERATION AGREEMENT BETWEEN BANK AND ENTERPRISE

Party A:  Agriculture Bank of China

Party B:  Beijing Jiade Tengtu Scientific and Technology Group

In order to establish a good cooperation relationship between Bank and
Enterprise, promote the mutual development of both Party's long term
cooperation, taking their advantages in each field, developing K-12 education
computer market for "schools connect schools" project, support the
popularization and development of the IT education for K-12 schools industry of
our country, both Party has reached the following agreement on "schools connect
schools" (majority of computer software products ) loan and guarantee service
through friendly negotiation, and according to relevant laws and regulations and
relevant business regulations of Agricultural Bank of China of the People's
Republic of China. It acts in accordance with it together as a means of both
Parties.

                     Chapter One Definition and Explanation

Article 1: Buyer means purchaser of the products. It refers in particular to the
schools or the independent legal person under the educational administration
that is bought the education computer relevant products of Party B in this
agreement.

Article 2: Educational computer "schools connect schools" loan and guarantee
service. It refers in particular to the loan service that Party A provides the
loan to purchase education computer relevant products for buyer according to the
contract signed between Party B and buyer. Party B will assure the loan.

                 Chapter Two Cooperation Principle of Both Sides

Article 3: The both Party should in line with honest and trustworthy, principle
of mutual reciprocity and mutual benefit, friendly negotiation and solves the
problem may occur in cooperating process.

Article 4: Party A would like to regard Party B as important customer, and
appoint the relevant provincial branches of Agricultural Bank of China to be
Party B business leading business bank, offering educational computer "schools
connect schools" loan and guaranteed service in relevant law and range that
policy allow.

Article 5: Party B will open the RMB account and foreign currency account with
Party A and instructing its subsidiaries, J-V companies etc. relevant Companies
to open the bank account with Party A in the market situation allow, and to
establish the close business relations of respect of accounting service both at
RMB and foreign currency.




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      Chapter Three Cooperation on the Education Computer "Schools Connect
                       Schools" Loan and Guarantee Service

Article 6: Party B can recommend the buyers who demand Party A financing
service. In case of according with national relevant laws and credits policy of
agricultural bank, Party A takes its bank network advantage and instructs each
branch authority to offer loan to the customers, which are qualified with
Agricultural Bank loan terms, total under 150 million RMB education computer
"school connect school" guaranteed loan credit line, lead by the bank
headquarter. The Party B assures the loan. Also Party B must deposit the 95%
above receivable money which loan by Agricultural Bank credit line, to their
Agricultural Bank account.

Article 7: The buyers that are recommended by Party B, put forward application
for the loan to Party A. Party A determines independently whether issue the
loan, grant the loan amount, time term, and interest rate, etc. according to the
regulation of national laws and regulations and relevant credit policy. In
general cases, each correlated with "loan contract" educational computer
software amount of money of guaranteed loan can't exceed 80% of "purchase and
sell contract" cost, maximum payback term limits to three years. To the
redemption of the loan and interest, it carries out according to relevant
financial regulation and Party A's credit management system of the People's
Republic of China.

Article 8: Party B provides the guarantee for education computer "schools
connect schools" loan that Party A grant, and bearing correspondent
responsibility. Party B also promises to keep minimum 10% of the amount of the
loan as assuring the earnest money in Party A.

Article 9: For guarantee the grant loan for its specified purpose, protect the
mutual benefit, both Party should response for and supervise loan can only be
used on buying products from Party B, and guarantee that the payment for goods
is remitted to Party B's bank account in Party A.

           Chapter Four Cooperation on Management of Financing Closing

Article 10: Party A provides domestic and international financing closing
service for Party B, including take the place of the services, such as guest's
financing, business consultation, etc.

Article 11: Party B promises to open domestic, international business primary
account is Party A, close and handle it with deposit business through Party A,
and deposit majority saving to Party A.

                     Chapter Five The Agreement Takes Effect

Article 12: This agreement is instructive document for both Party cooperation on
the education computer "schools connect schools" loan and guarantee service.

Article 13: This agreement takes effect after both Party authorized
representative or its authorized agent sign and stamp an official seal. The
dispute caused by signing, taking effect, explaining, revising, termination
should be resolved through consultation in a friendly way by both Party. Ones
that cannot resolve through consultation, arbitrate or the lawsuit is solved.



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Article 14: This agreement one four of type, each Party holds two, have equal
legal effect. The unaccomplished matter of the agreement, is consulted by both
Party, can sign amendment agreement.



Party A: (stamp)                              Party B:  (stamp)



Legal Representative                          Legal Representative
or authorized agent: (signature)              or authorized agent:  (signature)





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