TENGTU INTERNATIONAL CORP
COOPERATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>COOPERATION AGREEMENT
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                                 Exhibit (10.3)

Cooperation Agreement

National Center for Audio/Visual Education of the Ministry
of Education, Tengtu Company and Legend Group

         In order to expedite the established projects on "Relief to
Disadvantaged Regions", "Contemporary Distance Learning" and "IT Education" the
National Center for Audio/Visual Education of the Ministry of Education has
thoroughly analyzed and compared various desktop operating and application
systems and has decided to use the MS Windows 98 (Chinese edition) and Office
2000 (Chinese edition) software for the above projects. The Center has also
recommended to use MS SB S4.5 as the operating system and application system for
the Server for the same projects.

         After the National Center for Audio / Visual Education has discussed
with Tengtu Beijing, and with the full support of Microsoft ( China) and Legend
Group, it has been decided to bundle Windows 98 and Office 20000 together and
offer this software package at special price to all the elementary / secondary
schools listed under the above projects. The MS SBS4.5 has also been offered to
the schools at special price. For this, the following agreement has been
reached:

         1.       This software package will be installed in the equipment and
                  systems in use at the 5,000 elementary / secondary schools
                  implemented by the National Center for Audio / Visual
                  Education.

         2.       As stipulated by the Ministry of Education, the National
                  Center for Audio / Visual Education will coordinate the
                  overall purchase of the above software product and this
                  product will be distributed to the schools under the same
                  unified name of "IT Education of the National Center for Audio
                  / Visual Education under the Ministry of Education".

         3.       Microsoft will provide full technical services and after-sales
                  services and support for the above software products.

         4.       Tengtu, Microsoft and Legend Group (authorized Microsoft
                  Training Center) will be responsible for the training of the
                  users covered by the "Relief to Disadvantaged Regions Project"
                  and related marketing undertakings.

         5.       In close cooperation with the National Center for Audio /
                  Visual Education, Tengtu will provide approved application
                  system products for campus network, digital classroom and
                  distance learning to those users who are now undergoing
                  IT-based construction.




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TengtuLegendAgreement                                                     Pg.1

         6.       Under the leadership of the National Center for Audio / Visual
                  Education, Tengtu Beijing will participate in the R & D for
                  the various application items for elementary / secondary
                  schools in order to provide them with suitable teaching
                  application products.



National Center for             Tengtu Culture & Education            Legend
Audio / Visual Education,       Electronics Development Co. Ltd.       Group
Ministry of Education

Official Seal                   Official Seal                     Official Seal


Signature                       Signature                         Signature


Date                            Date                              Date








TengtuLegendAgreement                                                     Pg. 2


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