Technical Services Agreement - Sohu ITC Information Technology (Beijing) Co. Ltd. and PCCW International Marketing Ltd.


                        _______________________________

                         Technical Services Agreement
 
                        _______________________________


                                by and between

              Sohu ITC Information Technology (Beijing) Co. Ltd.

                                      and

                     PCCW International Marketing Limited



                       Dated as of 26/th/ January, 2000
 
THIS TECHNICAL SERVICES AGREEMENT ('Agreement') is made on this 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

PCCW International Marketing Limited, with its registered address at P.O. Box
957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
('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 (30) months: 1 July 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.

                               Year                               Amount
                               ----                               ------
                                                                   (USD)
                                                                   -----

          (1  July 2000 - 31 December 2000)                         [*]
          (1 January 2001 - 31 December 2001)                       [*] 
          (1 January 2002 - 31 December 2002)                       [*]

          Each of the amounts of USD [*], [*] and [*] shall be referred to in
          this Agreement as the Annual Service Fee.

     4.2  Party B shall, during the term of this Agreement, pay the relevant
          Annual Service Fee in equal quarterly installments in RMB equivalent
          of USD by wire transfer to a bank account designated by Party A within
          five (5) working days following each December 1, March 1, June 1 and
          September 1; provided, however, that Party A shall deliver an invoice
          to Party B requesting payment of such quarterly amount not less than
          fifteen (15) business days prior to the date on which payment is due;
          and provided further that Party B shall make an initial quarterly
          payment of the RMB equivalent of USD [*] on or before 15 July 2000.
          Party A shall issue to Party B a receipt within five (5) days after
          receiving such payment. If Party B fails to effect payment of the
          service fees in a timely manner, a penalty of 0.05 percent (0.05%)
          simple interest per day will be charged on the overdue amount.



* REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.
 
     4.3  Party A shall charge Party B 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 a total amount of services corresponding to the relevant
          [*] ('Annual Service Quota'). Party B 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 cannot or
          does not exhaust the Annual Service Quota for that year, then the
          remaining amount may be carried forward to the next year, provided
          that such amount does not exceed ten percent (10%) of the total Annual
          Service Quota in question.

     4.6  Party B 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
          shall be deemed to have forfeited its right to such, and Party A shall
          have no obligation to reimburse Party B for the same.


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 




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


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.


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

     9.1  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:                      86-10-6510-2160
           Facsimile:                      86-10-6510-2159
           E-mail:                         vkoo@itc.com.cn
                                           
           If to Party B:                  
                                           
           Responsible Person:             Aley Chang
           Address:                        38/th/ Floor, Citibank Tower, 
                                           Citibank Plaza
                                           3 Garden Road, Central, Hong Kong
           Department:                     
           Telephone:                      852-2514-8657
           Facsimile:                      852-2514-8651
 
           E-mail:                         aleychang@pcg-group.com

     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 shall
           be governed by the laws of the State of Delaware, United States of
           America.  If there is no published and publicly available law in the
           State of Delaware 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 Hong Kong 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. No Party's rights, duties or responsibilities under
           this Agreement may be assigned, delegated or otherwise transferred in
           any manner, without the prior written consent of the other Party.
           Notwithstanding the foregoing, no such consent shall be required in
           connection with the assignment, delegation or other transfer of any
           such rights, duties or responsibilities by Party B to any of its
           affiliate or subsidiary provided that Party B unconditionally
           guarantees in writing to Party A the due and punctual performance by
           such affiliate or subsidiary of Party B's obligations under this
           Agreement.

     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:    PCCW International Marketing Limited

Signature:
Name:       Mico Chung
Position:   Director