Loan and Share Pledge Agreement - Sohu.com Inc. and Li Wei


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 interest created by their Agreement;

             3.1.8    she shall cause the pledge of her Shares to Party A to be
                      recorded on the Domestic Company's register of
                      shareholders;

             3.1.9    upon the establishment of the Domestic Company, she shall
                      provide to Party A a certificate from the Domestic Company
                      evidencing her ownership of the Shares (a "Certificate")
                      together with an Assignment Agreement, substantially in
                      the form attached hereto as an Appendix;

             3.1.10   for duration of their Agreement, she will not cause the
                      Domestic Company, without the written consent of Party A,
                      to engage directly or indirectly in any business
                      activities which compete with those of Party A other than
                      those described in Recital B above;

             3.1.11   she will, at any time and at Party A's expense, defend the
                      Shares against any third party claims;

             3.1.12   without the consent of Party A, except as expressly
                      permitted hereunder, she will not arrange for or otherwise
                      permit or cause the issuance of any new shares of capital
                      stock of the Domestic Company;

             3.1.13   she shall do or cause to be done all such acts, and
                      execute or cause to be executed any necessary documents
                      and registrations, such that the conversion of the Loan,
                      the Share Transfers and all other transactions
                      contemplated hereunder are effected in a legal and valid
                      manner; and

             3.1.14   she shall maintain as strictly confidential the existence
                      and provisions of their Agreement, as well as of any
                      correspondence, resolutions, ancillary agreements and any
                      other documentation associated herewith.

4.     COVENANTS
       ---------

       4.1   Affirmative Covenants. Party B hereby covenants that she will
             furnish to Party A, within 10 days after the end of each month
             after the Domestic Company has been established, with financial
             statements of the Domestic Company and such additional information
             as Party A may from time to time reasonably request.



       4.2     Further Covenants. Party B further covenants that, from the date
               hereof until full repayment of the Loan has been effected, she
               will not, and will ensure that the Domestic Company does not,
               except with the prior written consent of Party A:

               4.2.1    incur or assume any debt that is not due and payable in
                        the ordinary course of its business (except indebtedness
                        to Party A hereunder or as otherwise specifically
                        permitted hereunder);

               4.2.2    incur or assume any mortgage, pledge or other
                        encumbrance of any kind upon any assets of the Domestic
                        Company, whether now owned or hereafter acquired;

               4.2.3    enter into any agreement, arrangement, commitment or
                        understanding to, or actually acquire all or part of the
                        substantial assets of any third party;

               4.2.4    enter into any agreement, arrangement, commitment or
                        understanding to, or actually sell, lease, or otherwise
                        dispose of any assets of the Domestic Company except in
                        the ordinary course of business;

               4.2.5    enter into any agreement, arrangement, commitment or
                        understanding to, or actually, make loans or advances to
                        any third party;

               4.2.6    enter into any agreement, arrangement, commitment or
                        understanding to, or actually, assume, guarantee,
                        endorse or otherwise become liable for the obligation of
                        any third party or other entity; or

               4.2.7    permit the Domestic Company to conduct any business not
                        expressly described in Recital B of their Agreement.

       4.3     Rights of Party A.

               4.3.1    Party B agrees that she shall obtain Party A's written
                        approval prior to undertaking any of the following,
                        namely:

                        4.3.1.1    appointing and removing the directors of the
                                   Domestic Company;

                        4.3.1.2    appointing and removing the general manager
                                   of the Domestic Company; and

                        4.3.1.3    approving the terms of employment of the
                                   general manager.

               4.3.2    Party B agrees that she shall obtain Party A's written
                        approval prior to undertaking any of the following,
                        namely:

                        4.3.2.1    appointing and removing of the senior
                                   management personnel and any key personnel of
                                   the Domestic Company; and

                        4.3.2.2    approving the terms of employment of the
                                   senior management personnel and key personnel
                                   of the Domestic Company.

5.     SHARE PLEDGE
       ------------

       5.1     Share Pledge. As security for the performance in full of the
               obligations of Party B under their Agreement, Party B hereby
               pledges to Party A, and creates in favor of Party A or the
               Designee (as appropriate), a first priority security interest in
               all of the rights, title and interest in and to:

               5.1.1    the Shares; and

               5.1.2    all of her incidental rights with respect to the Shares,
                        now or hereafter acquired.



               Such security interest to be perfected by compliance by Party B
               with Article 3.1.9 of their Agreement.

       5.2     Power of Attorney. Party B hereby irrevocably grants to Party A
               or the Designee (as appropriate) full power of attorney for the
               purpose of carrying out the provisions of their Agreement, as
               well as taking any action and executing any instrument which
               Party A in good faith deems necessary to accomplish for purposes
               of their Agreement.

6.     EVENTS OF DEFAULT
       -----------------

       The occurrence of any of the following events shall constitute a
       default of the Loan hereunder and a breach of their Agreement by Party
       B (as appropriate) (an "Event of Default"):

       6.1     a Share Transfer has not been effected by Party B within 20
               working days after the corresponding Conversion Date or such time
               as may otherwise be agreed upon by the Parties;

       6.2     Party B is in breach of any of the terms and conditions hereof,
               and such breach has not been rectified for a period of 10 days
               after receipt of Party A's written notice requesting such
               rectified;

       6.3     any undertaking or warranty made by Party B herein shall prove to
               have been false or misleading in any material respect;

       6.4     Party B makes any arrangement with her respective creditors or
               takes or suffers any similar action in consequence of debt; or

       6.5     any judgment is made under any applicable law against Party B
               which exceeds USD 50,000.

7.     LOAN CONVERSION
       ---------------

       7.1     Share Conversion. As of the Repayment Date, the Loan shall be
               convertible into Shares on the basis that 100 percent of the Loan
               amount equals 100 percent of the Shares. For the avoidance of
               doubt, if 10 percent of the Loan were repayable by Party B, then
               such Party, as the case may be, would be required to transfer 10%
               of the total number of the Shares to Party A. The Loan shall
               become repayable to such extent as Party A may from time to time
               request, until the entire Loan amount has been repaid. Party A
               shall request to convert all or a percentage of the Loan by means
               of a written notice to Party B that specifies the percentage of
               the Loan to be converted into Shares ("Conversion Notice").

       7.2     Share Transfer.

               7.2.1   Within 20 working days after receipt of a Conversion
                       Notice ("Conversion Date"), Party B shall effect the
                       transfer of the portion of the Shares designated in the
                       Conversion Notice, either to Party A directly or to the
                       Designee specified by Party A in the Conversion Notice
                       (each a "Share Transfer").

               7.2.2   For the avoidance of doubt, upon the completion of the
                       conversion of the Loan and the transfer of all of the
                       Shares of Party B (whether pursuant to their Article 7 or
                       an Event of Default), Party A shall hold as many of the
                       Shares as is permissible under PRC Law, and the remainder
                       of the Shares (if applicable) shall be held by the
                       Designees, with Party B no longer holding any Shares. At
                       such time, their Agreement shall be deemed to have
                       terminated, and the obligations of Party B hereunder to
                       have been fulfilled (with the exception of those under
                       3.1.13 and 3.1.14).

       7.3     Delay. Party B undertakes to notify Party A immediately of any
               delay in effecting a Share Transfer or completing the procedures
               described in Article 7.2 above, together with the reason for such
               delay and revised effective date of the Share Transfer.



       7.4     Repayment of Loan. The corresponding portion of the Loan shall be
               deemed to have been repaid as of the effective date of each Share
               Transfer. Once Party B have completed the Share Transfers in
               accordance with the provisions of their Article 7, the Loan shall
               be deemed to have been repaid in full and Party B shall be deemed
               to have performed her repayment obligations hereunder.

8.     MISCELLANEOUS
       -------------

       8.1     Notices and Delivery. All notices and communications among the
               Parties shall be made in writing and in the English language by
               facsimile transmission with confirmation of transmission,
               delivery in person (including courier service) or registered
               airmail letter to the appropriate correspondence addresses set
               forth below:

               Party A
               -------

               Sohu.com, Inc.
               15/F, Tower 2, Bright China Chang An Building, 7 Jianguomen Nei
               Avenue, Beijing 100005

               Tel     :  8610-6510-2160
               Fax     :  8610-6510-2159

               Party B
               -------

               Li Wei
               Tel     :  8610-6510-2160


       8.2     Timing. The time of receipt of the notice or communication shall
               be deemed to be:

               8.2.1   If by facsimile transmission with confirmation of
                       transmission, at the time displayed in the corresponding
                       transmission record, unless such facsimile is sent after
                       5:00 p.m. or on a non-business day in the place where it
                       is received, in which case the date of receipt shall be
                       deemed to be the following business day;

               8.2.2   if in person (including express mail), on the date that
                       the receiving Party or a person at the receiving Party's
                       address signs for the document; or

               8.2.3   if by registered mail, on the 10th day after the date
                       that is printed on the receipt of the registered mail.

       8.3     Foreign Exchange. All amounts payable by Party B hereunder shall
               be paid in USD. If, as a result of foreign exchange restrictions
               in the PRC, it becomes illegal for Party B to make any payment to
               Party A in USD, then she shall make that payment in any other
               currency permitted for such purposes, as shall be stipulated by
               Party A at its sole discretion. In such an event, the amount of
               the payment shall be calculated at the rate published by the Bank
               of China on the relevant payment date, and shall be free and
               clear of all expenses, withholding taxes and commissions.

       8.4     Amendments. The provisions of their Agreement may not be waived,
               modified or amended except by an instrument in writing signed by
               the Parties (which instrument shall be attached as an Appendix
               hereto).

       8.5     No Waiver. Failure or delay on the part of any Party to exercise
               any right under their Agreement shall not operate as a waiver
               thereof.

       8.6     Severability. The invalidity of any provision of their Agreement
               shall not affect the validity of any other provision of their
               Agreement which is unrelated to that provision.

       8.7     Survival. The confidentiality obligations of the Parties
               hereunder shall remain in full force and effect regardless of the
               termination of their Agreement for any reason.



       8.8     Taxes and Duties. Party A shall be responsible for all stamp
               duties and other governmental fees, taxes and reasonable
               out-of-pocket expenses (including reasonable legal fees) incurred
               by the Parties in connection with the conversion of the Loan and
               each Share Transfer made hereunder and in the preparation of
               their Agreement.

       8.9     Successors. Their Agreement shall be binding upon the Parties and
               upon their respective successors and assigns (if any).

       8.10    Assignment. Party B cannot assign or otherwise transfer her
               rights or obligations under their Agreement without the prior
               written consent of Party A.

       8.11    Governing Law. The execution, validity, interpretation and
               implementation of their Agreement and the settlement of disputes
               thereunder shall be governed by PRC Law.

       8.12    Arbitration. All disputes arising out of or in connection with
               their Agreement shall be finally settled under the Rules of
               Arbitration of the International Chamber of Commerce as
               administered by the International Court of Arbitration of the
               International Chamber of Commerce in Hong Kong by a sole
               arbitrator appointed in accordance with the said Rules conducted
               in the English language.

       8.13    Entire Agreement. Their Agreement and the Appendix hereto
               constitute the entire agreement between the Parties and supersede
               all prior discussions, negotiations and agreements. The Appendix
               form an integral part hereof and have the same legal effect as
               their Agreement. If there is any inconsistency between the
               provisions of their Agreement and any of the Appendixes, the
               provisions of their Agreement shall prevail to the extent of such
               inconsistency.

       8.14    Language. Their Agreement will be signed in 2 sets of originals
               in English language, with 1 original for each Party.




IN WITNESS WHEREOF, the Parties hereto have executed or caused their Agreement
to be executed by their duly authorized representatives (as the case may be) as
of the date first indicated above.

For and on behalf of Sohu.com, Inc.

By __________________________
Name:
Title:




By Li Wei


_____________________________