Loan And Share Pledge Agreement

EXHIBIT 10.1


THER LOAN AND SHARE PLEDGE AGREEMENT (their "Agreement") is entered into on their 23th day of January 2002 in Beijing, People's Republic of China ("PRC")


among


(1) Sohu.com, Inc., a U.S. corporation, of Delaware, U.S. ("Party A"),


and


(2) Li Wei, a PRC citizen whose PRC identity card number is 110108721201576
("Party B"),


(Individually a "Party" and together the "Parties").


RECITALS
--------


A. Party B and Beijing Century High-Tech Investment Limited Liability Company
wish to establish a domestic limited liability company in Beijing, PRC
("Domestic Company"), in which party B will hold 20% equity.


B. The Domestic Company will be established to engage mainly in the business
of providing internet access service, and other lawful business permitted
by China relevant government authorities.


C. Party B wishes to borrow the amount specified in Article 2.1 below (the
"Loan") from Party A, and Party A has agreed to provide the Loan to Party
B on an interest free basis, for the sole purpose of establishing the
Domestic Company and developing the Domestic Company's business, which
shall specifically include the entering into of a series of agreements
with Party A and its Affiliates (as defined below).


D. As security for the Loan and her performance of their Agreement, Party B
has agreed to pledge her equity interests in the Domestic Company (the
"Shares") to Party A.


NOW, THEREFORE, the Parties agree as follows:


1. DEFINITIONS AND INTERPRETATIONS
-------------------------------


1.1 Definitions. Unless otherwise indicated, the following
terms in their Agreement shall have the meanings set forth
below:


"Affiliate" any affiliate entity or business associate
of Party A, including without limitation
the WFOE - Sohu ITC Information Technology
(Beijing) Co., Ltd.


"Certificate" as defined in Article 3.1.9;


"Conversion Date" As defined in Article 7.2.1;


"Conversion Notice" As defined in Article 7.1;


"Designee" an individual, corporation or other
appropriate entity designated by Party A to
be the recipient of a Share Transfer;


"Event of Default" As defined in Article 6;


"Loan Date" with respect to Party B, the date on which
the portion of the Loan amount borrowed by
such Party is paid into her


designated bank account;


"PRC Law" any published and available laws and
regulations of the PRC;


"Repayment Date" as defined in Article 2.3;


"RMB" Renminbi, the lawful currency of the PRC;


"Share Transfer" as defined in Article 7.2.1;


"USD" United States Dollar, the lawful currency
of the United States of America.


"WFOE" A wholly-owned subsidiary established by
Party A in the PRC.


1.2 Interpretations. The headings herein are for reference purposes only and do not affect the meaning or interpretation of any provision hereof. Any reference herein to an Article or Appendix is to an article or appendix of their Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference herein to a day, month or year is to a calendar day, month or year. A reference to a business day is to a day on which commercial banks are open for business in both the PRC and the U.S. The use of the masculine shall include the use of the feminine, and vice versa.


2. AMOUNT AND REPAYMENT OF THE LOAN
--------------------------------


2.1 Loan Amount. Party A agrees, subject to the terms and conditions
of their Agreement, to extend the Loan to Party B in a total
amount of USD0.24 million that is equivalent to RMB 2,000,000.
The Loan shall be interest-free.


2.2 Provision of Loan. The Loan shall be deemed to have been provided
to Party B on the Loan Date.


2.3 Date of Repayment. The Loan, together with any other moneys owing
under their Agreement by Party B, shall become repayable upon the
earliest to occur of any of the following events (each a
"Repayment Date"):


2.3.1 in full, on the occurrence of an Event of Default;


2.3.2 in full, on the resignation or removal of Party B from
the position of director, general manager, supervisor of
the Domestic Company;


2.3.3 in full, with respect to Party B, the date on which such
Party's employment relationship with Party A or any
Affiliate terminates for any reason;


2.3.4 In full, where Party A intends to replace their
Agreement with another agreement, the date of the
written notice from Party A to Party B confirming such
intention; or


2.3.5 In full or in part, at Party A's sole discretion upon
any date selected by Party A after the first anniversary
of the date of signing of their Agreement.


2.4 Method of Repayment. Repayment will be made only by means of
converting the Loan into Shares, as described in Article 7 below,
with the final amount of the Loan being due and repayable on the
final Conversion Date. The Loan may not be repaid prior to the
Repayment Date or by any means not specifically permitted in
their Article 2.4 without the express written consent of Party A.


3. UNDERTAKINGS AND WARRANTIES OF PARTY B
--------------------------------------


3.1 Undertakings and Warranties. Party B hereby undertakes and
warrants to Party A that:


3.1.1 the Loan will be used solely for the purpose of
establishing the Domestic Company and developing its
business activities;


3.1.2 she shall use the proceeds from the Loan solely for the
purpose of contributing her amount of the registered
capital in the Domestic Company;


3.1.3 she has and shall maintain the full power and authority to
enter into their Agreement, to borrow the Loan and to
perform her obligations hereunder;


3.1.4 there are no civil or criminal, claims, actions, suits,
investigations or proceedings pending or, to her
knowledge, threatened against her;


3.1.5 there is no provision of any Agreement, enforceable
judgment or order of any court binding on her or affecting
her property, which would in any way prevent or materially
adversely affect her execution or performance of their
Agreement;


3.1.6 the execution and performance of their Agreement and the
realization of Party A's rights hereunder will not violate
any mortgage right, contract, judgment, decree or law
which is binding upon her or her assets;


3.1.7 upon her investment in the Domestic Company, she shall be
the sole legal and beneficial owner of her Shares, free
and clear of all pledges and encumbrances other than the
security intere ...