Technical Services Agreement - Sohu ITC Information Technology (Beijing) Co. Ltd. and Legend (Beijing) Ltd.


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                         Technical Services Agreement
 
                        ------------------------------



                                by and between

              Sohu ITC Information Technology (Beijing) Co. Ltd.

                                      and

                           Legend (Beijing) Limited



                       Dated as of 26/th/ January, 2000
 
THIS TECHNICAL SERVICES AGREEMENT ('Agreement') is dated as of 26/th/ day of
January 2000 in Beijing, People's Republic of China ('PRC')

BY AND BETWEEN

Sohu ITC Information Technology (Beijing) Co. Ltd., with its registered address
at Suite 519, Tower 2, Bright China Chang An Building, 7 Jianguomennei Avenue,
Beijing 100005, PRC ('Party A')

AND

Legend (Beijing) Limited, with its registered address at No.10, Ke Xue Yuan
Nanlu, Zhong Guan Cun, Haidian District, Beijing 100080, PRC ('Party B')

(Individually a 'Party' and collectively the 'Parties').


1.   DEFINITIONS
     -----------

     Unless otherwise stipulated, the following terms mentioned in this
     Agreement shall have the meanings set forth below:

     'Force Majeure'                  Those events that are unforeseen, or, if
                                      foreseen, reasonably unavoidable, and that
                                      arise due to the special nature of network
                                      technology and network media, effecting
                                      adversely the normal operation of
                                      networks. Force majeure includes the
                                      result of attacks by hackers, of technical
                                      adjustments made by the relevant
                                      telecommunications departments, the
                                      temporary shutting down of networks due to
                                      government control (with written
                                      verification issued by the relevant
                                      authority), in addition to natural and
                                      human-caused disasters.

     'Impression'                     The technical effect that results from a
                                      user viewing an information banner posted
                                      on a web site.

     'Information Banner'             A message banner or similar type of
                                      placard which is designed and displayed on
                                      Sohu's web site in accordance with 
 
                                      this Agreement, and which is linked to
                                      Party B's designated web address and
                                      contains information relating to Party B
                                      or its affiliates.

     'Number of Impressions'          A figure describing the number of views,
                                      within a given period of time, of Party
                                      B's Information Banners, as provided by
                                      the advertisement tracking statistics
                                      report system of Party A, which system
                                      uses software designed by an independent
                                      third party.
 
     'Party B's Web Address'          The IP address or internal network address
                                      owned by Party B or its affiliates to
                                      which a given Information Banner is
                                      linked.

     'RMB'                            Renminbi, the official currency of the
                                      PRC.
   
     'Sohu Web Site'                  A Chinese language web site that operates
                                      with the approval of the post and
                                      telecommunications administrative
                                      department of China under the domain name
                                      'www.sohu.com'.

     'USD'                            United States Dollar, the official
                                      currency of the United States of America.


2.   SCOPE OF SERVICES
     -----------------

     2.1  Party A shall provide to Party B technical services relating to its
          promotional activities on the Sohu Web Site in the following areas:

          (a)  Information Banners;
          (b)  Sponsorship of channels;
          (c)  Directories; and
          (d)  E-commerce platform.
 
     2.2  The technical services provided by Party A to Party B shall include
          but not be limited to the design, animation, production and posting of
          Information Banners for display on the Sohu Web Site, as well as the
          establishment of links between those Information Banners and Party B's
          Web Address, all of which shall be recorded in a form such as that
          provided in the Appendix hereto.

     2.3  Party A shall post Party B's Information Banners on the appropriate
          pages of the Sohu Web Site, in accordance with Party B's requirements
          and the terms set out in this Agreement.

     2.4  In providing the services described in Article 2.2 above, Party A
          shall, on Party B's request and in accordance with this Agreement,
          design and produce the necessary software, install and maintain such
          software and provide Party B with related technical consulting.

     2.5  Party A must obtain Party B's written acceptance of the design for any
          Information Banner produced by Party A before posting it on Sohu's Web
          Site.  Should Party B provide its own design for an Information
          Banner, Party A's written acceptance of such must be obtained before
          the Information Banner in question may be posted on Sohu's Web Site.

     2.6  The Parties shall negotiate and determine separately details such as
          the position of an Information Banner and the minimum Number of
          Impressions, all of which shall be recorded in a form such as that
          provided in the Appendix hereto.

     2.7  If, due to operational requirements, Party A needs to amend the home
          page, catalogue pages or channels on the Sohu Web Site, and such
          amendment will result in changes to the Number of Impressions, or the
          position and size of an Information Banner, then it shall notify Party
          B in writing of its intended amendments fifteen (15) days in advance,
          specifying the revised Number of Impressions, position and size of the
          Information Banner.  Party B shall, within ten (10) days of receiving
          the aforementioned notice, confirm its understanding of such in
          writing to Party A.  If Party B fails to reply to Party A's notice
          within the stipulated period, it shall be deemed to have accepted the
          changes.

     2.8  In addition to the services described in Article 2.2 above, Party A
          may, upon Party B's request, assist Party B to collect information
          about network users or to conduct market surveys, including collecting
          information on potential customers and carrying out 
 
          online surveys. The fees for such assistance shall be determined
          separately by the Parties.


3.   TERM OF SERVICE
     ---------------

     The term of this Agreement shall be thirty-six (36) months: 1 January 2000
     to 31 December 2002.  Any negotiations to extend this Agreement shall be
     completed sixty (60) days before its expiry.


4.   FEES
     ----

     4.1  As consideration for the services described in Article 2.2 above,
          Party B shall pay to Party A total service fees in RMB of an amount
          equivalent to USD [*] as set forth in the payment schedule below and
          at the median rate of exchange set by the People's Bank of China on
          the day of payment. These service fees are to be paid into a RMB
          account designated by Party A.

                                                           Amount
                                                           ------          
                       Year                                (USD)
                       ----                                -----           
          (1 January 2000 - 31 December 2000)               [*]
          (1 January 2001 - 31 December 2001)               [*]
          (1 January 2002 - 31 December 2002)               [*]

          Each of the amounts of USD [*] shall be referred to in this Agreement
          as the Annual Service Fee. Notwithstanding any other provision herein
          to the contrary, Party B shall have the right to assign any or all of
          the services it receives hereunder to any of its operating companies
          or affiliates (each, an 'Assigned Company' and collectively, the
          'Assigned Companies'). Party B shall notify Party A in writing at
          least twenty (20) days in advance of each such assignment. Party A and
          the Assigned Company shall, prior to the expiration of the twenty-day
          period, enter into a contract that specifies the services to be
          rendered by Party A and the services fees to be paid by the Assigned
          Company. Such services fees shall be paid by the Assigned Company into
          a RMB account designated by Party A within thirty (30) days after the
          date of such contract, and the Annual Service Fee payable by Party B
          to Party A shall be reduced by the aggregate amount of all services
          fees (the



* REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.
 
          'Assigned Company Fees') due to Party A from the Assigned Companies
          pursuant to contracts contemplated in this Article 4.1.

     4.2  Party B shall, during the term of this Agreement, pay to Party A on
          each December 31st the relevant   [ * ]   paid by the Assigned
          Companies to Party A during such year. Such Annual Service Fee shall
          be payable in RMB equivalent of USD by wire transfer to a bank account
          designated by Party A. Party A shall issue to Party B a receipt within
          five (5) days after receiving such payment. If, in any year during the
          term of this Agreement, Party B fails to effect payment of the Annual
          Service Fee within thirty (30) days after such payment is due as
          specified herein, a penalty of 0.05 percent (0.05%) simple interest
          per day will be charged on the overdue amount.

     4.3  Party A shall charge Party B and/or the Assigned Companies fees for
          the services described under Articles 2.2 and 2.8 that are [*] to
          Party A's most preferred customers.

     4.4  Party A shall, during each year of the term of this Agreement, provide
          to Party B and/or the Assigned Companies an amount of services
          corresponding to the relevant [*] ('Annual Service Quota'). Party B
          and/or the Assigned Companies may, within the scope of the Annual
          Service Quota, give instructions to Party A from time to time
          requesting Party A to provide services described under Articles 2.1 to
          2.7 above.

     4.5  If, during all but the final year of this Agreement, Party B and/or
          the Assigned Companies cannot or does not exhaust the Annual Service
          Quota for that year, then the remaining amount may be carried forward
          to the next year for the use of Party B and/or the Assigned Companies,
          provided that such amount does not exceed ten percent (10%) of the
          total Annual Service Quota in question.

     4.6  Party B and/or the Assigned Companies shall use all available amount
          of each Annual Service Quota within the term of this Agreement. If any
          amount of Annual Service Quota remains unused upon the expiry of this
          Agreement, then Party B and the Assigned Companies shall be deemed to
          have forfeited its right to such, and Party A shall have no obligation
          to reimburse Party B or the Assigned Companies for the same.


* REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.
 
5.   INFORMATION SECURITY AND CONFIDENTIALITY
     ----------------------------------------

     5.1  The ultimate responsibility for the content of all Party B's
          Information Banners shall rest with Party B, which shall also bear all
          corresponding legal liabilities.

     5.2  If Party A reasonably believes in its sole discretion that the content
          provided by Party B for an Information Banner violates PRC law or is
          otherwise inappropriate, then it reserves the right to refuse to
          provide services for that portion of the content or to request Party B
          to revise the Information Banner in question.

     5.3  Party A shall not be liable for any disputes, controversies or claims
          arising from or in connection with any content provided by Party B.
          Party B warrants that it shall indemnify Party A for all actual and
          non-speculative losses caused by any such disputes, controversies or
          claims.

     5.4  Party A shall maintain as confidential all information relating to
          Party B's business activities with which it is provided by Party B for
          purposes of producing Information Banners, where such information is
          not already in the public domain.  Similarly, Party B shall be
          responsible for maintaining as confidential any technical or
          commercial information relating to the Sohu Web Site that is not in
          the public domain.

     5.5  Notwithstanding the provisions of Article 5.4 above, neither Party
          shall be deemed to have breached this Agreement if it releases
          confidential information pursuant to a written agreement between the
          Parties, at the request of a government authority or where it is
          legally obliged to do so.


6.   COPYRIGHT
     ---------

     6.1  Party B owns all rights to the information it provides to Party A and
          which is displayed on Sohu's Web Site on its behalf, as well as the
          copyright to the Information Banners.

     6.2  With reference to Articles 5.1 and 5.3 above, Party B warrants that no
          disputes relating to copyright arising from the contents of its
          Information Banners shall involve or otherwise implicate Party A, that
          all corresponding legal liabilities shall be assumed by Party B, and
          that it shall reimburse Party A for any actual and non-speculative
          losses suffered by Party A as a direct result of such a 
 
          copyright dispute.


7.   RIGHTS AND OBLIGATIONS OF PARTY A
     ---------------------------------

     7.1  Party A shall complete the design, production or posting of an
          Information Banner, as described in Article 2.2 above, within thirty
          (30) days after receiving all the relevant materials, characters,
          graphics and other necessary information from Party B, and according
          to a specific schedule for the Information Banner in question to be
          determined by both Parties through consultation.

     7.2  Party A shall maintain a complementary advertisement tracking report
          system using software designed by an independent third party, so as to
          enable Party B to check free of charge the Number of Impressions of
          its Information Banners on a daily, weekly and monthly basis.

     7.3  Party A shall not be liable for any delays associated with the
          production and design of any Information Banner due to Party B's
          failure to pay Party A's service fees or to provide to Party A all
          necessary materials for the production and design of the Information
          Banner.

     7.4  Party A agrees to prevent or to withdraw the posting of any content or
          advertisements, including Information Banner, on the Sohu Web Site,
          that either contain incorrect information regarding Party B or reflect
          negatively, in the reasonable judgment of Party B, on the image of
          Party B.


8.   RIGHTS AND OBLIGATIONS OF PARTY B
     ---------------------------------

     8.1  In accordance with Section 4 above, Party B shall pay to Party A on
          time and in full the service fees, and shall use its best efforts to
          exhaust the Annual Service Quota.

     8.2  Notwithstanding Article 9.1 below, Party B shall continue to pay the
          total service fees then due for services rendered prior to the date of
          termination pursuant to Article 9.1, if any.

     8.3  Notwithstanding anything to the contrary and in addition to any other
          right of termination and remedy by Party B of this Agreement, (i) in
          the event that the Sohu Web Site either does not rank among the top
          five websites, in terms of Number of Impressions, in the

 
          PRC on an average monthly basis at any time during the second and
          third year of the term of this Agreement, or (ii) in the event that
          Party A breaches its obligations under Article 7.4 hereof at any time
          during the term of this Agreement, Party B shall have the right to
          terminate this Agreement without any further obligations and
          liabilities, including but not limited to the obligations to pay any
          unpaid portion of the Annual Service Fees, provided, however, that if
          Party A rectifies or cures the breach mentioned in clause (ii) above
          within two (2) days of receipt of notice given by Party B of such
          breach, Party B shall not have the right to terminate this Agreement.
          For purposes of this Article 8.3, Party A and Party B agree to use an
          internationally recognized independent third party mutually agreeable
          to both parties that utilizes statistical sampling method to conduct
          the ranking mentioned in clause (i) of this Article 8.3, to provide
          information as to such ranking.


9.   LIABILITIES FOR BREACH OF THIS AGREEMENT
     ----------------------------------------

     9.1  Subject to Article 8.3 hereof, if at any time during the term of this
          Agreement either Party breaches any material provisions hereof, then
          the other Party may request in writing that such breach be rectified.
          The Party in breach shall rectify such breach accordingly within
          fifteen (15) days of receipt of such written request.

     9.2  Where the Party in breach is unable to effect rectification within
          fifteen (15) days of receiving the other Party's written request to do
          so, then the other Party may terminate this Agreement immediately and
          request from the Party in breach compensation for all actual and non-
          speculative losses incurred as a result of that breach.

     9.3  If Party A terminates this Agreement pursuant to Article 9.2 above,
          Party B shall pay to Party A a penalty amount equivalent to the
          standard quarterly service fee referred to in Article 4.2 above for
          the year in question.

     9.4  If Party B terminates this Agreement pursuant to Article 9.2 above,
          the total amount of any compensation payable by Party A to Party B
          shall be limited to the total amount of the service fees already paid
          by Party B to Party A.

 
10.  FORCE MAJEURE
     -------------

     10.1 If Party A is unable to perform all or part of this Agreement due to
          the occurrence of Force Majeure, then Party A shall notify Party B of
          such in writing. The performance of those provisions of this Agreement
          that are affected shall be suspended during the term and to the extent
          of the Force Majeure, including Party B's payment obligations to Party
          A.

     10.2 If Party B is unable to perform all or part of this Agreement due to
          the occurrence of Force Majeure, then Party B shall notify Party A of
          such in writing. The performance of those provisions of this Agreement
          that are affected shall be suspended during the term and to the extent
          of the Force Majeure, including Party A's payment obligations to Party
          B.


11.  NOTICES
     -------

     11.1 Any notices and communications between the Parties shall be made in
          writing in the English language and delivered by facsimile, e-mail,
          courier (including express courier service) or registered airmail
          letter.

     11.2 Unless changed by written notice, all notices and communications
          shall be sent to the appropriate correspondence addresses set forth
          below:

          If to Party A:

          Responsible Person:     Victor Koo
          Address:                7 Jianguomennei Avenue
                                  Suite 519, Tower 2
                                  Bright China Chang An Building
                                  Beijing 100005, China
          Department:             Corporate Business Development
          Telephone:              6510-2160
          Facsimile:              6510-2159
          E-mail:                 vkoo@itc.com.cn

          If to Party B:

          Responsible Person:     Michael Loo
          Address:                No. 10, Ke Xue Yuan Nanlu, Zhong
                                  Guan Cun Haidian District, Beijing

 
                                  100080, PRC
          Department:             Business Development
          Telephone:              6257-2159
          Facsimile:              6264-9505
          E-mail:                 luohong@legend.com.cn


     11.3 For notices or communications sent by facsimile, the time of receipt
          shall be deemed to be the exact time displayed in the corresponding
          transmission record, unless such facsimile is sent after 5:00 PM or on
          a non-business day in the place of receipt, in which case the date of
          receipt shall be deemed to be the following business day. For those
          sent by e-mail, the time of receipt shall be deemed to be as recorded
          in the e-mail message in question evidencing the receipt of the
          relevant message. For those sent by courier, the time of receipt shall
          be deemed to be the date that the receiving party signs for the
          document; For those sent by registered airmail, the date of receipt
          shall be deemed to be seven (7) days after the recorded date of
          dispatch.


12.  DISPUTE RESOLUTION AND GOVERNING LAW
     ------------------------------------

     12.1 The execution, performance and interpretation of this Agreement as
          well as the settlement of any related disputes shall be governed by
          the laws of the PRC. If there is no published and publicly available
          law in the PRC governing a particular matter relating to this
          Agreement, reference shall be made to common international commercial
          and/or industrial practice.

     12.2 All disputes arising out of or in connection with this Agreement
          shall be finally settled in Beijing conducted in the English language
          under the Rules of Arbitration of the International Chamber of
          Commerce by a sole arbitrator appointed in accordance with the said
          Rules.

     12.3 All arbitration proceedings shall be conducted in English and a daily
          transcript of such proceedings shall be prepared in English.

     12.4 During arbitration, the Parties shall, to the extent possible,
          continue to perform the parts of this Agreement not under arbitration.

 
13.  MISCELLANEOUS
     -------------

     13.1 The headings contained herein are inserted for reference purposes only
          and shall not affect the meaning interpretation of any part of this
          Agreement.

     13.2 This Agreement may only be amended by a written instrument signed by
          the Parties.

     13.3 This Agreement shall be binding on the Parties and their successors
          and assignees.

     13.4 Failure or delay on the part of either Party to exercise any right,
          authority or privilege under this Agreement, or under any other
          agreement relating hereto, shall not be deemed as a waiver thereof;
          nor shall any single or partial exercise of any right, authority or
          privilege preclude any other future exercise thereof.

     13.5 A reference to a day herein refers to a calendar day. A reference to a
          business day herein refers to a day on which commercial banks are open
          for business in the PRC.

     13.6 This Agreement and the Appendix constitute the entire agreement
          between the Parties and supersede all prior discussions, negotiations
          and agreements between them. The Appendix forms an integral part of
          this Agreement and has the same legal effect as this Agreement. If
          there is any inconsistency between the provisions of this Agreement
          and the Appendix, the provisions of this Agreement shall prevail to
          the extent of the inconsistency.

     13.7 This Agreement is executed in two (2) original versions, in the
          English language, one (1) original version shall be retained by each
          Party.

 
This Agreement is hereby concluded by both Parties on the date first set forth
above:

For and on behalf of:


Party A:    Sohu ITC Information Technology (Beijing) Co. Ltd.

Signature:
Name:       Charles Zhang
Position:   Chairman and CEO

Party B:    Legend (Beijing) Limited

Signature:
Name:
Position: