Exhibit (10.2)
OPERATION MORNING SUN AGREEMENT
between
National Center for Audio/Visual Education and Tengtu Culture &
Education Electronics Development Co. Ltd.
1. Purposes
1.1) To coordinate the contemporary distance learning project
implemented by the Ministry of Education;
1.2) To promote the IT-based elementary/secondary school education;
1.3) To expedite realization of the Ministry of Education's
established objectives related to IT education;
1.4) To serve the established project on assistance to
"disadvantaged regions" undertaken by the Ministry of
Education, and of the distance learning resources service
center undertaken by the National Center for Audio/Visual
Education.
2. To achieve the above objectives, a "Leading Group" is to be established
by the National Center for Audio/Visual Education, distance learning
experts and Tengtu Company, with a special Office set up under this
Group. This Group will draft and confirm the implementation plan and
the Office will be responsible for the plan's specific implementation
work.
3. Main Contents of Operation Morning Sun and Major Tasks in year 2000
3.1) To strive to commence exemplary sites in 1 to 2 provinces as
soon as possible, and on the foundation of these sites, to
fully carry out the Operation Morning Sun in 10 provinces or
so.
3.2) In the name of the National Center for Audio / Visual
Education, delegate "the year 2000 work plan of the Operation
Morning Sun" to all the Provincial Centers for Audio / Visual
Education and strive to complete the implementation of 3,000
schools or so towards the end of December, 2000.
3.3) The "Operation Morning Sun" will be carried out at the
contemporary educational technology experimental elementary /
secondary schools and related provincial experimental school
centers, all of which possess the basic computer equipment or
digital classroom environment. Related training will be
undertaken at training centers authorized by the National
Center for Audio / Visual Education.
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4. Support and Services provided to the Operation Morning Sun by Tengtu
4.1 Tengtu will donate a total worth of RMB 10,500 of Microsoft
System software ( NT Server 4.0, SQL Server 7.0, Exchange
Server 5.5, Proxy Server 2.0, including legal authorization
for 30 users ) to 3,000 schools, all of which are using the
Tengtu Application Platform;
4.2 The Tengtu Application Platform installed in the 3,000
schools, at special favorable price ( RMB 15,000 per set ),
include:
a) Compulsory IT courses and examination contents
stipulated by the Ministry of Education;
b) Teachers / Students exchange, schools / families
exchange, schools / schools exchange, schools / resource
centers exchange;
c) Establishment of Distance Learning platform and progress
of Distance Learning;
d) Functions of the multimedia digital classroom and
classroom network or campus network;
e) Establishment of the on-campus digital teaching
resources data base, including the 3G teaching
resources;
f) Free upgrade and installation.
4.3 Provide legal authorization for Windows 98 (2nd Edition ) and
Office 2000 at a favorable price of RMB 200 per set.
4.4 Tengtu's Application Platform shall have endorsement from the
National Center for Audio / Visual Education and packaging of
the product shall be supervised by the National Center for
Audio / Video Education.
5. The National Center for Audio / Visual Education will be responsible
for the reimbursement for related Operation Morning Sun products (
Tengtu Application Platform, Windows 98 and Office 2000 ) and separate
accounts will be set up. The balance will be transferred to the Tengtu
account according to the agreed distribution ratio. Tengtu will be
fully responsible for the cost of promotion and sales of the related
Operation Morning Sun products, including, but not limited to, the cost
of transportation, board & lodging, services and postage for the
personnel of the National Center for Audio / Visual Education.
6. Distribution of profit between the National Center for Audio / Visual
Education and Tengtu is as follows: the National Center for Audio /
Visual Education will get 10% of the total reimbursement for the Tengtu
Application Platform. To sell 3,000 sets, the National Center for Audio
/ Visual Education will have a total income of RMB 4.5 million.
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7. Tengtu will provide 80,000 sets of Windows 98 ( 2nd Edition ) and
Office 2000 to the 3,000 schools covered by Operation Morning Sun at a
special favorable price of RMB 200 per set. The National Center for
Audio / Visual Education will get 50% of the total reimbursement, up to
RMB 8 million on completion of the Zhou Yang Action Plan.
8. Sales of the related Operation Morning Sun products involves the profit
for the Provincial Centers for Audio / Visual Education. The "Leading
Group" will confirm matters related to the distribution of profit for
these organizations later.
9. Tengtu will arrange with Microsoft and Legend China Digital Company to
train 3,000 IT system administrators and teachers from the 3,000
schools.
10. The following system related to work is confirmed:
10.1) Main personnel of the Leading Group and Leading Group Office
will convene on regular basis to discuss related works;
10.2) Both parties will stipulate and implement related work
details;
10.3) Communicate with Provincial Centers for Audio / Visual to
coordinate testing works before October 20, 2000;
10.4) Organize specialists to carry out commissioning by stages on
completion of the first stage of the "Operation Morning Sun"
in January, 2001.
10.5) On the foundation of the first stage of the "Operation Morning
Sun", both parties will discuss and stipulate the second-stage
construction scheme.
10.6) According to the requirements of the National Center for Audio
/ Visual Education, certain related provincial centers for
audio / visual education and schools will be awarded,
encouraged, praised and publicized in March, 2001.
11. This agreement is effective until December 30, 2001.
National Center for Audio / Visual Education
Representative ( signature and official seal )
September 20, 2000
Tengtu Culture & Education Electronics Development Co. Ltd.
Representative ( signature and official seal )
September 20, 2000
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