TENGTU INTERNATIONAL CORP
LETTER OF AGREEMENT
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<TYPE>EX-10.28
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<FILENAME>0009.txt
<DESCRIPTION>LETTER OF AGREEMENT
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                               LETTER OF AGREEMENT

                                     BETWEEN

                        TENGTU INTERNATIONAL CORPORATION
                                    "TENGTU"

                                       AND

                      THE CENTRE FOR EDUCATION AND TRAINING
                                      "CET"

The purpose of this agreement is to:
1.       establish a new Joint Venture entity comprised of two partners, Tengtu
         International and the Centre for Education and Training for the
         purposes of becoming the primary producer, agent and distributor
         (clearing house) for educational and training programs and systems for
         China and other world markets.

2.       set out the terms of the Joint Venture Arrangement between the two
         parties to develop educational materials, software and related services
         to fulfill the mandate of Tengtu through its joint venture and
         subsidiaries in Hong Kong and the People's Republic of China.

THE PARTIES AGREE TO THE FOLLOWING:

1.       Tengtu will be responsible for:
         a)       Managing and administration of the joint venture and
                  subsidiaries in Hong Kong and the People's Republic of China,
                  Asia, Singapore, Taiwan and any "flow-back markets" in
                  geographic areas to which Chinese have emigrated.

         b)       Marketing and distribution throughout Hong Kong and the
                  People's Republic of China.

         c)       Managing and developing the relationships between the Joint
                  Venture and the educational markets, ministries, agencies and
                  authorities in China, and

         d)       The nationalization, adaptation and publication of programs
                  and materials for the Chinese markets through Tengtu's
                  operations in China.

2.       CET will be responsible for:
         a)       Providing ESL testing standards and certification, including:

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                  --    Canadian Language Benchmark Assessment - CLBA: currently
                        assesses individuals' English language proficiency from
                        Level 1 (beginner) to Level 8 (University Entrance) in
                        the areas of Listening/Speaking, Reading, and Writing.
                        This assessment could be available online or onsite
                        through the use of trained assessors.
                  --    CLBA Assessor Training
                  --    Online language training (both generic or for special
                        purposes as in the case of professionals)
                  --    University preparation for students, online and/or
                        onsite
                  --    English for Special Purposes for professionals and
                        government officials, online and/or onsite

         b)       Providing online high school certification. This would involve
                  evaluating standards and establishing equivalencies.

         c)       Providing educational content for online use to encompass high
                  school (9-12), K- 8, workplace needs and professional
                  training, by developing and/or acquiring course materials
                  including:
                  i)       existing CET materials,
                  ii)      acquisition from third party sources,
                  iii)     creation of new materials.

         d)       Coordinating, sourcing, evaluating, negotiating the
                  acquisition of educational and training course materials from
                  school boards, community colleges, universities, other private
                  and commercial sources, or any source deemed appropriate. This
                  will include managing and administering all copyright,
                  acquisition and royalty arrangements.

         e)       Customizing and ensuring the quality and consistency control
                  for all course materials regardless of source to ensure they
                  meet standards and are suitable for translation into an
                  e-learning environment.

         f)       Developing and maintaining a web-enabled, distribution system,
                  as the primary vehicle for effective communication, online
                  learning and the provision of other products and services,
                  including:
                  i)    instructional design for internet based learning and
                        communication utilizing sound pedagogical practices and
                        procedures to convert content into an e-learning
                        framework,
                  ii)   maintaining and servicing the "e-related content
                        delivery functions" of this initiative,


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                  iii)  selecting and developing suitable delivery platforms,
                        tailored to varying needs as they emerge.

         g)       Developing and providing entry level, online training
                  materials on the use of computers and the Internet for novice
                  users.

         h)       Managing and administration of the Tengtu/CET joint venture
                  and related suppliers and agencies.

PROJECT SCHEDULES
3.                a) A separate Schedule will be prepared and signed by both
                  parties for each specific project to be undertaken under the
                  terms and conditions of this Agreement. Each Project
                  Schedule(s) will specifically and directly relate to an
                  individual project and shall include the scope and details of
                  the work to be undertaken, and set out the agreed costs of the
                  project.

         b)       There can be multiple individual Project Schedule(s) to this
                  Agreement and shall form an integral and inseparable part of
                  this Agreement. Project Schedules can be amended, from
                  time-to-time as mutually agreed between the parties, without
                  affecting the body of this Agreement.

DEFINITIONS
4.       a)       Tengtu joint venture and subsidiaries in Hong Kong and the
                  people's Republic of China - as summarized in the internet,
                  website description.

         b)       50/50 Joint Venture - will include sharing all aspects of the
                  arrangements including without restriction, copyrights,
                  revenues, costs

         c)       Revenues - will include all fees, commissions, licensing, etc.

         d)       More to be added as required

REVENUE SHARING
5.       Unless specifically defined for specific projects, all net revenues
         will be shared on a 50%/50% basis.

TERM
6.       This Agreement shall be for a three year term and shall be renewed
         automatically for successive one year periods unless terminated as
         provided under the following section or upon one year advance notice
         provided in writing to the other party.


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TERMINATION OF AGREEMENT
7.       Either party will have the right to terminate this Agreement in the
         following circumstances:
         a)       TERMINATION FOR BREACH. In the event of any breach of any
                  material term or provision of this Agreement by either party
                  hereto, the non-breaching party may send a written notice
                  explaining the nature of the breach to the breaching party and
                  delivered in accordance with the terms of this Agreement. If
                  any breach is not cured within thirty (30) days after the
                  giving of the notice of breach, the non- breaching party may
                  terminate this Agreement immediately upon further written
                  notice. Notwithstanding the termination of this Agreement, any
                  claims of the parties arising under this Agreement prior to
                  such termination will survive such termination.

         b)       BANKRUPTCY. In the event that either party voluntarily files a
                  petition in bankruptcy or has such a petition involuntarily
                  filed against it (which petition is not discharged within
                  sixty (60) days after filing) or is placed in a receivership
                  or reorganization proceeding or is placed in a trusteeship
                  involving an insolvency, the other party may terminate this
                  Agreement by giving a termination notice, which termination
                  shall become effective immediately upon mailing.

         c)       Upon termination, each party shall return to the other all
                  deliverables provided by that party under this Agreement,
                  together with all copies thereof, whether electronic, hard
                  copy or otherwise.

8.       Termination will not remove the responsibility of each party to the
         Agreement for honoring existing commitments, which have already been
         established in respect of previously executed arrangements for a period
         of 1 year from the date of termination.

PROPRIETARY RIGHTS
9.       Any products and/or services (and the Intellectual Property Rights
         therein, specifically including source and object code) and the Marks
         are and will remain the sole and exclusive property of the presenting
         party. Each Party's rights under this subsection include, but are not
         limited to: (i) all copies of the products and/or services, in whole
         and in part; (ii)Marks; (iii) all Intellectual Property Rights in the
         products and/or services; and (iii) all modifications to, and
         derivative works based upon, the products and/or services. Each Party
         reserves the sole and exclusive right at its discretion to assert
         claims against third parties for infringement or misappropriation the
         Marks and of its Intellectual Property Rights in the products and/or
         services.




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GENERAL PROVISIONS

NON-DISCLOSURE AND NON-CIRCUMVENTION
10.      The parties are willing to introduce third parties and disclose to each
         other, certain proprietary information relative to target clients and
         projects and the parties are willing to receive and use such
         information under the terms and conditions set forth in this Agreement.
         The parties shall treat as confidential and shall not use (except for
         purposes of this Agreement or with the written permission of each
         other) nor disclose to others any Proprietary Information provided by
         each other or Associates introduced under this Agreement and shall
         take, and be responsible for, all reasonable precautions to prevent the
         unauthorized disclosure of such Proprietary Information to others.

11.      "Proprietary information" means all introduced third parties,
         information and data known to the parties relating to a project. The
         parties agree that any of the introductions, business development and
         marketing concepts and ideas to which they are introduced by each other
         or Associates are the sole property of the introducing party or its
         Associates and cannot be utilized, copied or adapted by the receiving
         party for a period of two years after the termination of this
         Agreement.

12.      This confidentiality shall apply to:
         a)       all transactions originated during the term of this agreement,
                  and
         b)       all subsequent transactions which are follow-up, repeat,
                  extended or renegotiated transactions originated during the
                  term(s) of this Agreement.

INDEPENDENCE OF ACTION
13.      The parties to this Agreement are independent contractors. There is no
         relationship of partnership, employment, between the parties. Neither
         party will have the power to bind the other or incur obligations on the
         other's behalf without the other's prior written consent. This
         Agreement is not to be construed in such a way as to restrict the
         independent conduct of business by the parties to this Agreement with
         any client or potential Client.

INDEMNITIES
14.      The parties will indemnify and hold each other harmless including
         subsidiaries and affiliates and their respective officers, directors,
         employees or agents from and against any and all claims, demands,
         losses, liabilities, damages, judgments and expenses, including without
         limitation legal fees on a solicitor and client basis, which are
         incurred as a result of any breach of this Agreement; provided,
         however, that each Party shall be permitted to control the defense of
         any claim, action, suit or proceedings based on any such allegation.

DISCLAIMER OF LIABILITY
15.      Subject only to each party's respective obligation of indemnity,
         neither party shall be
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         liable to the other party or to any third party for any punitive,
         exemplary or aggravated damages, any incidental, special or
         consequential damages, loss of profits or revenue, or interruption of
         business in any way arising out of or related to this Agreement,
         regardless of the form of action, whether in contract, tort, (including
         negligence), strict product liability or otherwise, even if any
         representative of the party has been advised of the possibility of such
         damages.

ARBITRATION
16.      This Agreement shall be governed by the laws of the Province of Ontario
         and of Canada. Any disputes or claims relating to this Agreement which
         are not settled first by arbitration in accordance with the Commercial
         Arbitration Act of Canada may be entered in any court having
         jurisdiction. Tengtu and CET agree that if there are any penalties that
         an injunction shall be lodged against the other to freeze all client
         and/or project related funds until satisfaction of fees, with penalties
         paid and any awards will include all court costs, legal fees and other
         charges deemed fair and reasonable by the arbitrator(s) for business
         conducted under this Agreement.

ASSIGNMENT
17.      This Agreement will bind and inure to the benefit of each party's
         successors and permitted assigns. Neither party may assign this
         Agreement, in whole or in part, except to an affiliate or
         majority-owned subsidiary or with the other party's prior written
         consent, which shall not be unreasonably withheld. Any attempt to
         assign this Agreement without such consent will be null and void.

SEVERABILITY
18.      If any provision of this Agreement is found invalid or unenforceable,
         that provision will be enforced to the maximum extent permissible, and
         the other provisions of this Agreement will remain in force.

NOTICES
19.      Any notice or reports required or permitted to be given under this
         Agreement shall be given in writing and shall be delivered by facsimile
         transmission (receipt confirmed) or by certified or registered mail,
         postage prepaid, return receipt requested, and shall be deemed given
         upon personal delivery, five (5) days after deposit in the mail or upon
         acknowledgment of receipt of facsimile transmission. Notices shall be
         sent to the parties to this Agreement at the address set forth below or
         such other address as either party may specify in writing.

ENTIRE AGREEMENT
20.      This Agreement contains the entire understanding between the parties
         hereto with respect to the subject matter indicated above and its terms
         may not be changed or modified
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         except as agreed in writing by both parties.

This Agreement has been signed in duplicate this 17 day of January 2001 at
Mississauga, Ontario by duly authorized officers representing each party.

TENGTU INTERNATIONAL CORPORATION          CENTRE FOR EDUCATION AND TRAINING
                                          2 Robert Speck Parkway, Suite 300
                                          Mississauga, ON L4Z 1H8

-----------------------------             ------------------------------
(Signature)                               (Signature)
Pak Cheung

CHAIRMAN & CEO                            CHIEF EXECUTIVE OFFICER
--------------------------------          --------------------------------------

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