Sample Business Contracts


Loan Agreement - Sina.com and Yang Lan

Loan Forms


                      DATED THE 12TH DAY OF SEPTEMBER 2001





                                    SINA.COM
                                   (Borrower)


                                       and


                                    YANG LAN
                                    (Lender)



           ----------------------------------------------------------

                                 LOAN AGREEMENT
                                  US$4,000,000
                               TERM LOAN FACILITY

           ----------------------------------------------------------





                           [PRESTON GATES ELLIS LOGO]
                                   Solicitors



                                   10th Floor,
                                Hutchison House,
                                10 Harcourt Road,
                               Central, Hong Kong.

                        Tel: (852) 2511 5100 / 2230 3500
                        Fax: (852) 2511 9515 / 2899 2996
                          Website: www.prestongates.com

                              Our ref.: VTSO/NKA/LL


<PAGE>

                                          CONTENTS



<TABLE>
<CAPTION>
NUMBER                                 CLAUSE HEADING                                  PAGE
------                                 --------------                                  ----
<S>                                                                                    <C>
1.      Interpretation....................................................................1
2.      The Facility......................................................................4
3.      Conditions Precedent..............................................................5
4.      Advances..........................................................................6
5.      Interest..........................................................................6
6.      Repayment.........................................................................7
7.      Prepayment........................................................................7
8.      Market Disruption.................................................................7
9.      Taxes and other Deductions........................................................8
10.     Fees and Expenses.................................................................8
11.     Payments and Evidence of Debt.....................................................9
12.     Representations and Warranties...................................................10
13.     Undertakings.....................................................................11
14.     Events of Default................................................................13
15.     Default Interest.................................................................14
16.     Indemnities and Set-off..........................................................15
17.     Waiver and Severability..........................................................15
18.     Miscellaneous....................................................................16
19.     Assignment.......................................................................16
20.     Notices..........................................................................17
21.     Governing Law and Jurisdiction...................................................18


EXECUTION................................................................................20
</TABLE>


<PAGE>

THIS AGREEMENT is made on the 12th day of September 2001


BETWEEN:

(1)     SINA.COM whose registered office is at 1313 Geneva Drive, Sunnyvale CA
        94089, United States of America as borrower (the "BORROWER"); and

(2)     YANG LAN care of 6101, The Center, 99 Queen's Road Central, Hong Kong as
        lender (the "LENDER").


IT IS HEREBY AGREED as follows:

1.      INTERPRETATION

1.01    Definitions

        In this Agreement, unless the context requires otherwise:

        "Advance"                 means the principal amount advanced to the
                                  Borrower pursuant to Clause 4;

        "Banking Day"             means a day (other than a Saturday or Sunday)
                                  on which banks are open for business in Hong
                                  Kong;

        "Charge"                  means:

                                  (a) any mortgage, charge, pledge, lien,
                                      encumbrance, hypothecation or other
                                      security interest or security arrangement
                                      of any kind;

                                  (b) any arrangement whereby any rights are
                                      subordinated to any rights of any third
                                      party;

                                  (c) any contractual right of set-off; and

                                  (d) the interest of a vendor or lessor under
                                      any conditional sale agreement, lease,
                                      hire purchase agreement or other title
                                      retention arrangement other than an
                                      interest in a lease or hire purchase
                                      agreement which arose in the ordinary
                                      course of business;

        "Completion Date"         shall have the meaning ascribed thereto in the
                                  Share Purchase Agreement;

        "Completion Payment"      shall have the meaning ascribed thereto in the
                                  Share Purchase Agreement;



<PAGE>

        "Event of Default"        means any event or circumstance specified as
                                  such in Clause 14; and "prospective Event of
                                  Default" means any event or circumstance which
                                  with the giving of notice and/or the passage
                                  of time and/or the making of any relevant
                                  determination and/or the forming of any
                                  necessary opinion would be an Event of
                                  Default;

        "Facility"                means the loan facility to be made available
                                  under this Agreement;

        "Final Repayment Date"    means the date falling thirty-six (36) months
                                  after the date on which the Advance is made;

        "Hong Kong"               means the Hong Kong Special Administrative
                                  Region of the People's Republic of China;

        "Interest Period"         means, in relation to the Loan, an interest
                                  period ascertained in accordance with Clause
                                  5;

        "LIBOR"                   means, in relation to any relevant sum and any
                                  relevant period, the rate determined by the
                                  Lender to be:

                                  (a) the arithmetic mean (rounded up if
                                      necessary to the nearest integral multiple
                                      of 1/16%) of the respective rates shown on
                                      the Reuters Monitor Screen as being the
                                      rate per annum at which US Dollar deposits
                                      are offered for a period equal or
                                      comparable to such relevant period at or
                                      about 11:00 a.m. (London time) on the
                                      second London Banking Day before the first
                                      day of such relevant period; for this
                                      purpose "Reuters Monitor Screen" means the
                                      display designated as page "LIBO" on the
                                      Reuters Monitor system or such other page
                                      as may replace page "LIBO" on that system
                                      for the purpose of displaying offered
                                      rates for US Dollar deposits; or

                                  (b) if at or about such time on any relevant
                                      day less than two (2) such rates appear on
                                      the Reuters Monitor Screen, the rate per
                                      annum at which US Dollar deposits in an
                                      amount comparable to such sum are or would
                                      be offered to the Lender for such relevant
                                      period by prime banks in the London
                                      interbank market at or about 11:00 a.m.
                                      (London time) on the second London Banking
                                      Day before the commencement of such
                                      relevant period;




                                       2
<PAGE>

        "Loan"                      means the aggregate principal amount drawn
                                    and for the time being outstanding under the
                                    Facility;

        "Loan Agreement"            means an agreement entered into on the date
                                    hereof between the Borrower and Sun
                                    Television Cybernetworks Holdings Limited
                                    for a loan facility of US$4,000,000 to be
                                    made available by the Borrower to Sun
                                    Television Cybernetworks Holdings Limited in
                                    accordance with the provisions thereof;

        "London Banking Day"        means a day (other than a Saturday or
                                    Sunday) on which US Dollar deposits may be
                                    dealt in on the London interbank market;

        "Margin"                    means one per cent (1%);

        "Repayment Date"            means the date on which the Loan is
                                    fully repaid in accordance with this
                                    Agreement which shall not be later than the
                                    Final Repayment Date;

        "Share Purchase Agreement"  means an agreement dated the date hereof
                                    made between, inter alia, the Lender and the
                                    Borrower for the sale by the Lender to the
                                    Borrower of certain shares of Sun Television
                                    Cybernetworks Holdings Limited;

        "USA"                       means the United States of America;

        "US Dollars" and "US$"      mean the lawful currency for the time being
                                    of USA.

1.02    Construction

        In this Agreement, unless the context requires otherwise, any reference
        to:

        an "authorisation" includes any approvals, consents, licences, permits,
        franchises, permissions, registrations, resolutions, directions,
        declarations and exemptions;

        "including" or "includes" means including or includes without
        limitation;

        "indebtedness" includes any obligation of any person for the payment or
        repayment of money, whether present or future, actual or contingent,
        including but not limited to any such obligation:

        (a) under or in respect of any acceptance, bill, bond, debenture, note
            or similar instrument;

        (b) under or in respect of any guarantee, indemnity, counter-security or
            other assurance against financial loss;

        (c) in respect of the purchase, hire or lease of any asset or service;
            or




                                       3
<PAGE>

        (d) in respect of any indebtedness of any other person whether or not
            secured by or benefiting from a Charge on any property or asset of
            such person;

        "law" and/or "regulation" includes any constitutional provisions,
        treaties, conventions, statutes, acts, laws, decrees, ordinances,
        subsidiary and subordinate legislation, orders, rules and regulations
        having the force of law and rules of civil and common law and equity;

        an "order" includes any judgment, injunction, decree, determination or
        award of any court, arbitration or administrative tribunal;

        a "person" includes any individual, company, body corporate or
        unincorporate or other juridical person, partnership, firm, joint
        venture or trust or any federation, state or subdivision thereof or any
        government or agency of any thereof;

        "tax" includes any tax, levy, duty, charge, impost, fee, deduction or
        withholding of any nature now or hereafter imposed, levied, collected,
        withheld or assessed by any taxing or other authority and includes any
        interest, penalty or other charge payable or claimed in respect thereof
        and "taxation" shall be construed accordingly.

1.03    Successors and Assigns

        The expressions "Borrower" and "Lender" shall where the context permits
        include their respective successors and permitted assigns and any
        persons deriving title under them.

1.04    Miscellaneous

        In this Agreement, unless the context requires otherwise, references to
        statutory provisions shall be construed as references to those
        provisions as replaced, amended, modified or re-enacted from time to
        time; words importing the singular include the plural and vice versa and
        words importing a gender include every gender; references to this
        Agreement shall be construed as references to such document as the same
        may be amended or supplemented or novated from time to time; unless
        otherwise stated, references to Clauses are to clauses of this
        Agreement. Clause headings are inserted for reference only and shall be
        ignored in construing this Agreement.


2.      THE FACILITY

2.01    Amount

        The aggregate principal amount of the Facility available to the Borrower
        is four million US Dollars (US$4,000,000).




                                       4
<PAGE>

2.02    Purpose

        The proceeds of the Facility shall be used exclusively by the Borrower
        for onlending to Sun Television Cybernetworks Holdings Limited pursuant
        to the terms of the Loan Agreement.


3.      CONDITIONS PRECEDENT

3.01    Conditions

        The Lender shall not be obliged to make the Advance to the Borrower
        unless it shall have received:

            Agreement

        (a) an original counterpart of this Agreement and a copy of the Loan
            Agreement duly executed by the Borrower;

            Corporate Documents

        (b) in relation to the Borrower, certified true copies of:

            (i)   its certificate of incorporation, memorandum and articles of
                  association, bye-laws (if any) and all other constitutional
                  documents; and

            (ii)  resolutions of its board of directors approving the borrowing
                  on the terms of this Agreement and the lending on the terms of
                  the Loan Agreement and authorising a person or persons to
                  execute the Loan Agreement, this Agreement and any other
                  notices or documents required in connection herewith;

        Miscellaneous

        (c) a certificate from the company secretary or a director of the
            Borrower certifying that all authorisations have been obtained and
            all necessary filings, registrations and other formalities have been
            completed in order to ensure that this Agreement is valid and
            binding;

        (d) legal opinions covering such matters of USA and other laws relevant
            to this transaction as the Lender may reasonably request;

        (e) written confirmation of acceptance of appointment from each agent
            for service of process named in Clause 21.03.

3.02    Form of Documents and Evidence




                                       5
<PAGE>

        All the documents referred to in Clause 3.01 shall be in form and
        substance satisfactory to the Lender (acting reasonably). Copies
        required to be certified shall be certified in a manner satisfactory to
        the Lender (acting reasonably) by a director or responsible officer of
        the Borrower.


4.      ADVANCE

4.01    Availability of the Advance

        Subject to Clause 4.02 and the other terms and conditions of this
        Agreement, the Lender shall, in accordance with Clause 11.01, advance
        four million US Dollars (US$4,000,000) to the Borrower on the Completion
        Date.

4.02    Conditions to the Making of the Advance

        The making of the Advance is also subject to the conditions that:

        (a) the requirements of Clause 3 shall have been satisfied on or before
            the Completion Date or such later time as the Lender may agree; and

        (b) no Event of Default or prospective Event of Default shall have
            occurred and all representations and warranties made by the Borrower
            in this Agreement shall be true and correct as at the Completion
            Date with reference to the facts and circumstances then subsisting.


5.      INTEREST

5.01    Interest

        The Borrower shall pay interest on the Loan in accordance with the
        provisions of this Clause.

5.02    Interest Periods

        The Interest Periods applicable to the Loan shall be twelve (12) months,
        provided that:

        (a) the first Interest Period in relation to the Loan shall commence on
            the date on which the Advance is made;

        (b) each subsequent Interest Period shall commence on the last day of
            the preceding Interest Period; and

        (c) any Interest Period which would otherwise extend beyond the
            Repayment Date shall instead end on that date, subject to adjustment
            in accordance with Clause 11.04.




                                       6
<PAGE>

5.03    Rate and Calculation

        The rate of interest applicable to the Loan or the relevant part thereof
        for each Interest Period shall be the rate per annum determined by the
        Lender to be the aggregate of LIBOR for that Interest Period and the
        Margin. Interest shall accrue from day to day, shall in the case of an
        Interest Period of less than twelve (12) months be calculated on the
        basis of the actual number of days elapsed and a 360 day year, including
        the first day of the period during which it accrues but excluding the
        last, and shall be paid in arrear on the Repayment Date. For the
        avoidance of doubt, interest shall be calculated on a simple and not
        compound basis.


6.      REPAYMENT

6.01    Subject to Clause 6.02 and to any adjustment made in accordance with
        Clause 11.04, the Borrower shall repay the Loan in full together with
        any interest accrued thereon on the Repayment Date.

6.02    Notwithstanding any other provision of this Agreement, the Lender and
        the Borrower hereby acknowledge that the Borrower shall only be obliged
        to repay the Loan (together with interest accrued thereon) if Sun
        television Cybernetworks Holdings Limited has first complied with all
        its payment obligations under, and the Borrower has received all monies
        due under, the Loan Agreement.


7.      PREPAYMENT

7.01    Voluntary Prepayment

        The Borrower may prepay the Loan in full on any Banking Day, provided
that:

        (a) the Borrower shall have given to the Lender not less than four (4)
            Banking Days' prior written notice specifying the amount and date of
            prepayment; and

        (b) all sums (other than the Loan and interest accrued thereon) then due
            and payable under this Agreement shall have been paid.

7.02    Provisions applicable to Prepayments

        Any notice of prepayment given by the Borrower under this Agreement
        shall be irrevocable and the Borrower shall be bound to make a
        prepayment in accordance therewith. The Borrower may not prepay the Loan
        or any part thereof except in accordance with the express terms of this
        Agreement. Amounts prepaid may not be reborrowed under this Agreement.
        If the Loan is prepaid under this Agreement, the Borrower shall also pay
        to the Lender, at the time of prepayment, all interest accrued up to the
        date of prepayment and all other sums payable by the Borrower under this
        Agreement.




                                       7
<PAGE>

8.      MARKET DISRUPTION

8.01    Market Disruption

        If in relation to any Interest Period the Lender determines (which
        determination shall be conclusive and binding) that by reason of
        circumstances affecting the London interbank market generally, adequate
        and fair means do not exist for ascertaining LIBOR for that Interest
        Period, the Lender shall promptly notify the Borrower accordingly.

8.02    Alternative Basis by Agreement

        Immediately following such notification, the parties hereto shall
        negotiate in good faith with a view to agreeing upon an alternative
        basis for determining the applicable interest rate. If an alternative
        basis is agreed in writing within a period of thirty (30) days after
        such notification or such longer period for discussion as the parties
        may agree, the alternative basis shall take effect in accordance with
        its terms.

8.03    Alternative Basis Determined by Lender

        If an alternative basis is not so agreed, the Borrower shall pay
        interest to the Lender on the Loan for the relevant Interest Period at
        the rate per annum determined by the Lender to be equal to the aggregate
        of (i) the Margin and (ii) the cost (as certified by the Lender (acting
        reasonably) to the Borrower and expressed as an annual interest rate) to
        the Lender of maintaining the Loan during the relevant Interest Period.


9.      TAXES AND OTHER DEDUCTIONS

9.01    No Deductions or Withholdings

        All sums payable by the Borrower under this Agreement shall be paid in
        full without set-off or counterclaim or any restriction or condition and
        free and clear of any tax or other deductions or withholdings of any
        nature. If the Borrower or any other person is required by any law or
        regulation to make any deduction or withholding (on account of tax or
        otherwise) from any payment, the Borrower shall, together with such
        payment, pay such additional amount as will ensure that the Lender
        receives (free and clear of any tax or other deductions or withholdings)
        the full amount which it would have received if no such deduction or
        withholding had been required. The Borrower shall promptly forward to
        the Lender copies of official receipts or other evidence showing that
        the full amount of any such deduction or withholding has been paid over
        to the relevant taxation or other authority.

9.02    Advance Notification




                                       8
<PAGE>

        If at any time the Borrower becomes aware that any such deduction,
        withholding or payment contemplated by Clause 9.01 is or will be
        required, it shall immediately notify the Lender and supply all
        available details thereof.


10.     FEES AND EXPENSES

10.01   Expenses

        Each party shall bear all costs, charges and expenses (including legal
        and other fees and all other out-of-pocket expenses) incurred by it in
        connection with the negotiation, preparation, execution and (where
        relevant) registration of this Agreement and any other documentation
        required hereunder.

10.02   Enforcement Costs

        The Borrower shall from time to time forthwith on demand pay to or
        reimburse the Lender for all costs, charges and expenses (including
        legal and other fees on a full indemnity basis and all other
        out-of-pocket expenses) incurred by it in exercising any of its rights
        or powers under this Agreement or in suing for or seeking to recover any
        sums due under this Agreement or otherwise preserving or enforcing its
        rights under this Agreement or in defending any claims brought against
        it in respect of this Agreement.

10.03   Taxes

        The Borrower shall pay all present and future stamp and other like
        duties and taxes and all notarial, registration, recording and other
        like fees which may be payable in respect of this Agreement and shall
        indemnify the Lender against all liabilities, costs and expenses which
        may result from any default in paying such duties, taxes or fees.


11.     PAYMENTS AND EVIDENCE OF DEBT

11.01   Advance

        The Advance shall be made by way of the Borrower deducting an amount
        equal to the Advance from the Completion Payment on the Completion Date
        and remitting such amount to such account in Hong Kong as Sun Television
        Cybernetworks Holdings Limited shall have previously notified to the
        Lender.

11.02   Payments by Borrower

        All payments by the Borrower under this Agreement shall be made to the
        Lender not later than 2:00 p.m. (Hong Kong time) on the Repayment Date
        by delivery to the Lender of a bankers' draft payable to or to the order
        of the Lender (drawn on a bank acceptable to the Lender) in immediately
        available funds or by crediting such amount to such account as the
        Lender may notify the Borrower in writing at least two (2) Banking Days
        prior to the Repayment Date. The Borrower further undertakes to the




                                       9
<PAGE>

        Lender that the Borrower will, promptly following its receipt of any
        repayment of capital and payment of interest (excluding default
        interest) paid under the Loan Agreement, pay such sums to the Lender to
        apply towards discharge of any outstanding indebtedness of the Borrower
        hereunder.

11.03   Allocation of Receipts

        If any amount received by the Lender is less than the full amount due,
        the Lender shall have the right to allocate the amount received towards
        principal, interest and/or other sums owing hereunder as it considers
        appropriate.

11.04   Banking Days

        If any sum would otherwise become due for payment on a non-Banking Day
        that sum shall become due on the next following Banking Day and interest
        shall be adjusted accordingly.

11.05   Evidence of Debt

        The Lender shall maintain on its books a set of accounts recording the
        amounts from time to time owing by the Borrower hereunder. In any legal
        proceeding and otherwise for the purposes of this Agreement the entries
        made in such accounts shall, in the absence of fraud or manifest error,
        be prima facie evidence as to the existence and amounts of the
        obligations of the Borrower recorded therein.

11.06   Certificate Conclusive and Binding

        Where any provision of this Agreement provides that the Lender may
        certify or determine an amount or rate payable by the Borrower, a
        certificate by the Lender as to such amount or rate shall be conclusive
        and binding on the Borrower in the absence of fraud or manifest error
        save that, if requested in writing to do so by the Borrower, the Lender
        shall provide evidence satisfactory to the Borrower (acting reasonably)
        as to the method of calculation of such amount or rate (as the case may
        be).


12.     REPRESENTATIONS AND WARRANTIES

12.01   Representations and Warranties

        The Borrower represents and warrants to the Lender that:

        (a) the Borrower is a company duly incorporated with limited liability
            and validly existing under the laws of the place of its
            incorporation, and has full power, authority and legal right to own
            its property and assets and to carry on its business;

        (b) the Borrower has full power, authority and legal right to enter into
            and engage in the transactions contemplated by this Agreement and
            has taken or obtained




                                       10
<PAGE>

            all necessary corporate and other action and consents to authorise
            the execution and performance of this Agreement;

        (c) this Agreement constitutes legal, valid and binding obligations of
            the Borrower;

        (d) neither the execution of this Agreement nor the performance by the
            Borrower of any of its obligations or the exercise of any of its
            rights hereunder will conflict with or result in a breach of any
            law, regulation, judgment, order, authorisation, agreement or
            obligation applicable to it or cause any limitation placed on it or
            the powers of its directors to be exceeded or result in the creation
            of or oblige the Borrower to create a Charge in respect of any of
            its property or assets;

        (e) all authorisations required from any governmental or other authority
            or from any shareholders or creditors of the Borrower for or in
            connection with the execution, validity and performance of this
            Agreement have been obtained and are in full force and effect and
            there has been no default under the conditions of any of the same;

        (f) all filings and registration of any document required to be filed or
            registered with, and all taxes required to be paid to, any authority
            in Hong Kong in order to ensure the validity or admissibility in
            evidence in proceedings of this Agreement in Hong Kong have been
            performed or paid (as the case may be);

        (g) the Borrower is not in default under any law, regulation, judgment,
            order, authorisation, agreement or obligation applicable to it or
            its assets or revenues, the consequences of which default could
            materially and adversely affect its ability to perform its
            obligations under this Agreement and no Event of Default or
            prospective Event of Default has occurred;

        (h) the Borrower is generally subject to civil and commercial law and to
            legal proceedings and neither the Borrower nor any of its assets or
            revenues is entitled to any immunity or privilege (sovereign or
            otherwise) from any set-off, judgment, execution, attachment or
            other legal process.

12.02   Continuing Representation and Warranty

        The Borrower also represents and warrants to and undertakes with the
        Lender that the foregoing representations and warranties will be true
        and accurate on the last day of each Interest Period with reference to
        the facts and circumstances subsisting at that time.

12.03   Acknowledgment of Reliance

        The Borrower acknowledges that the Lender has entered into this
        Agreement in reliance upon the representations and warranties contained
        in this Clause.


13.     UNDERTAKINGS




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<PAGE>

13.01   Affirmative Undertakings

        The Borrower undertakes and agrees with the Lender throughout the
        continuance of this Agreement and so long as any sum remains owing
        hereunder that the Borrower will, unless the Lender otherwise agrees in
        writing:

        (a) keep proper records and books of account in respect of its business;

        (b) promptly inform the Lender of the occurrence of any Event of Default
            or prospective Event of Default;

        (c) maintain its corporate existence and conduct its business in the
            normal course;

        (d) maintain in full force and effect all such authorisations as are
            referred to in Clause 12.01(e), and take immediate steps to obtain
            and thereafter maintain in full force and effect any other
            authorisations which may become necessary for the purposes stated
            therein and comply with all conditions attached to all
            authorisations so obtained;

        (e) ensure that its obligations under this Agreement at all times rank
            at least pari passu with all other unsecured and unsubordinated
            obligations of the Borrower;

        (f) use the Facility exclusively for the purpose specified in Clause
            2.02; and

        (g) punctually pay all sums due from it to the Lender and otherwise
            comply with its obligations under this Agreement.

13.02   Negative Undertakings

        The Borrower undertakes and agrees with the Lender throughout the
        continuance of this Agreement and so long as any sum remains owing
        hereunder that the Borrower will not, unless the Lender otherwise agrees
        in writing:

        (a) purchase or redeem any of its issued shares or reduce its share
            capital or make a distribution of assets or other capital
            distribution to its shareholders unless in accordance with all
            applicable laws, rules and regulations;

        (b) materially change the nature of its business, sell, transfer or
            otherwise assign, deal with or dispose of all or any substantial
            part of its business or (except in the normal course of its
            business) all or any substantial part of its assets or revenues,
            whether by a single transaction or by a number of transactions
            whether related or not;

        (c) make or grant any loan or advance or guarantee or in any other
            manner be or become directly or indirectly or contingently liable
            for any indebtedness or other obligation of any other person, except
            in the normal course of its business;




                                       12
<PAGE>

        (d) create or attempt or agree to create or permit to arise or exist any
            Charge over all or any substantial part of its property, assets or
            revenues except any possessory lien arising by operation of law or
            in the normal course of its business;

        (e) enter into any agreement or obligation which is likely to materially
            and adversely affect its ability to perform its obligations under
            this Agreement.


14.     EVENTS OF DEFAULT

14.01   Events of Default

        Each of the following events and circumstances shall be an Event of
        Default:

        (a) the Borrower fails to pay any sum payable under this Agreement when
            due or otherwise in accordance with the provisions hereof;

        (b) the Borrower fails duly and punctually to perform or comply with any
            of its obligations or undertakings hereunder and, in respect only of
            a failure which is capable of remedy and which is not a failure to
            pay money, does not remedy such failure to the Lender's reasonable
            satisfaction within twenty-one (21) days (or such longer period as
            the Lender may approve) after receipt of written notice from the
            Lender requiring it to do so;

        (c) any representation or warranty made by the Borrower in this
            Agreement is, at the time it is made, materially incorrect or
            misleading;

        (d) any indebtedness of the Borrower in an aggregate amount exceeding
            US$500,000 (or its equivalent in another currency) (i) is not paid
            when due within any applicable grace period in any agreement or
            instrument relating to borrowing or (ii) becomes due and payable or
            capable of being declared due and payable before its normal or
            agreed maturity by reason of an event of default (howsoever
            described);

        (e) any of the authorisations referred to in Clause 12.01(e) is not
            granted or ceases to be in full force and effect or is modified in a
            manner which, in the reasonable opinion of the Lender, is likely to
            materially and adversely affect the ability of the Borrower to
            perform its obligations under this Agreement, or if any law,
            regulation, judgment or order (or the repeal or modification of any
            of the foregoing) suspends, materially and adversely varies,
            terminates or excuses performance by the Borrower of any of its
            obligations under this Agreement or purports to do any of the same;




                                       13
<PAGE>

        (f) a creditor takes possession of all or any substantial part of the
            business or assets of the Borrower or any execution or other legal
            process is enforced against all or any substantial part of the
            business or asset of the Borrower and is not discharged within
            twenty-eight (28) days;

        (g) any competent action shall be taken, any enactment shall be passed,
            any judgment or order of a court of competent jurisdiction shall be
            made or any effective resolution shall be passed for the winding-up,
            insolvency, administration, or dissolution of the Borrower or for
            the appointment of a liquidator, receiver, administrator, trustee or
            similar officer of the Borrower or of all or any part of its
            business or assets;

        (h) the Borrower stops or suspends payments to its creditors generally
            or is unable or admits its inability to pay its debts as they fall
            due or seeks to enter into any composition or other arrangement with
            its creditors or is declared or becomes insolvent;

        (i) the Borrower ceases or threatens to cease to carry on its business
            or any substantial part thereof or materially changes the nature or
            scope of its business or the Borrower disposes of or threatens to
            dispose of or any governmental or other authority expropriates or
            threatens to expropriate all or any substantial part of its business
            or assets;

        (j) any obligation of the Borrower hereunder at the fault of the
            Borrower ceases for any reason to be in full force and effect or is
            terminated or jeopardised or becomes invalid or unenforceable or if
            there is any dispute regarding the validity or enforceability of the
            same or if there is any purported termination or repudiation of the
            same or it becomes impossible or unlawful for the Borrower to
            perform any of its obligations hereunder.

14.02   Declarations

        If an Event of Default has occurred the Lender may, by written notice to
        the Borrower:

        (a) declare the Loan, accrued interest and all other sums payable
            hereunder to be, whereupon they shall become, due and payable within
            seven (7) Banking Days of the receipt of such notice without further
            demand, notice or other legal formality of any kind;

        (b) declare the Facility terminated whereupon all obligations of the
            Lender hereunder shall immediately cease; and

        (c) require the Borrower to assign to the Lender all its rights,
            interests and benefits in and under the Loan Agreement and to take
            all such actions and execute and deliver all such documents as the
            Lender may reasonably require for perfecting such assignment and all
            transactions associated therewith.


15.     DEFAULT INTEREST




                                       14
<PAGE>

15.01   Rate of Default Interest

        If the Borrower fails to pay any sum payable under this Agreement when
        due, the Borrower shall pay interest on such sum from and including the
        due date to the date of actual payment (after as well as before
        judgment) at the rate per annum determined by the Lender to be the
        aggregate of:

        (a) three per cent (3%);

        (b) the Margin; and

        (c) LIBOR (as determined by the Lender on such date or dates on or after
            the due date for payment as the Lender may select) calculated with
            reference to such periods and such amounts as the Lender considers
            appropriate or, if any of the circumstances described in Clause 7.01
            applies, the rate from time to time certified by the Lender (acting
            reasonably) to be the rate representing the cost to it of funding
            the unpaid sum by whatever means it considers to be appropriate.

15.02   Calculation of Default Interest

        Interest at the rate or rates determined from time to time as aforesaid
        shall accrue from day to day, shall be calculated on the basis of the
        actual number of days elapsed and a 360 day year, shall be compounded at
        the end of each successive funding period considered appropriate by the
        Lender for the purposes of Clause 15.01 and shall be payable from time
        to time on demand.


16.     INDEMNITIES AND SET-OFF

16.01   General Indemnity

        The Borrower shall indemnify the Lender against all losses, liabilities,
        damages, costs and expenses which the Lender may reasonably incur as a
        consequence of any Event of Default or any breach by the Borrower of any
        of its obligations under this Agreement or otherwise in connection with
        this Agreement (including any interest or fees incurred in funding any
        unpaid sum), but taking into account any interest paid by the Borrower
        in respect of such unpaid sum under Clause 15).

16.02   Currency Indemnity

        US Dollars shall be the currency of account and of payment in respect of
        sums payable under this Agreement. If an amount is received in another
        currency, pursuant to a judgment or order or in the liquidation of the
        Borrower or otherwise, the Borrower's obligations under this Agreement
        shall be discharged only to the extent that the Lender may purchase US
        Dollars with such other currency in accordance with normal banking
        procedures upon receipt of such amount. If the amount in US Dollars
        which may be so purchased, after deducting any costs of exchange and any
        other related costs, is less




                                       15
<PAGE>

        than the relevant sum payable under this Agreement, the Borrower shall
        indemnify the Lender against the shortfall. This indemnity shall be an
        obligation of the Borrower independent of and in addition to its other
        obligations under this Agreement and shall take effect notwithstanding
        any time or other concession granted to the Borrower or any judgment or
        order being obtained or the filing of any claim in the liquidation,
        dissolution or bankruptcy (or analogous process) of the Borrower.


17.     WAIVER AND SEVERABILITY

        Time is of the essence of this Agreement but no failure or delay by the
        Lender or the Borrower in exercising any right, power or remedy
        hereunder shall impair such right, power or remedy or operate as a
        waiver thereof, nor shall any single or partial exercise of the same
        preclude any further exercise thereof or the exercise of any other
        right, power or remedy. The rights, powers and remedies herein provided
        are cumulative and do not exclude any other rights, powers and remedies
        provided by law. If at any time any provision of this Agreement is or
        becomes illegal, invalid or unenforceable in any respect under the law
        of any jurisdiction, the legality, validity and enforceability of such
        provision under the law of any other jurisdiction, and of the remaining
        provisions of this Agreement, shall not be affected or impaired thereby.


18.     MISCELLANEOUS

18.01   Execution

        This Agreement shall become effective as of the date hereof.

18.02   Entire Agreement

        This Agreement and the documents referred to herein constitute the
        entire obligation of the Lender and the Borrower respectively and
        supersede any previous expressions of intent or understandings in
        respect of this transaction.

18.03   Publicity

        No announcement or other publicity in connection with this Agreement or
        relating in any way to the Facility shall be made or arranged by any
        party, except as may be required by law or the rules of any stock
        exchange or applicable regulatory authorities or except with the prior
        written consent of the other party, such consent not to be unreasonably
        withheld or delayed.

18.04   Amendments in Writing

        Any amendment or waiver of any provision of this Agreement and any
        waiver of any default under this Agreement shall only be effective if
        made in writing and signed by the parties hereto.

18.05   Counterparts




                                       16
<PAGE>

        This Agreement may be executed in counterparts and by different parties
        on separate counterparts which when taken together shall be deemed to
        constitute one agreement.


19.     ASSIGNMENT

19.01   The Borrower

        The Borrower shall not assign any of its rights and benefits hereunder.

19.02   The Lender

        The Lender may at any time, with the written consent of the Borrower,
        assign to any one or more persons (an "ASSIGNEE LENDER") all or any part
        of its rights and benefits under or arising out of this Agreement and
        the Borrower shall execute and do all such transfers, assignments,
        assurances, acts and things as the Lender may reasonably require for
        perfecting and completing the assignment of such rights and benefits.
        Upon any such assignment taking effect references in this Agreement to
        the Lender shall be construed accordingly as references to the assignee
        lender or the Lender, as relevant. All agreements, representations and
        warranties made herein shall survive any assignments made pursuant to
        this Clause and shall enure to the benefit of all assignee lenders as
        well as the Lender.

19.03   Disclosure

        The Lender may not disclose to any assignee lender or participant or
        potential assignee lender or participant (whether on a confidential
        basis or otherwise) information about the Borrower without the prior
        written permission of the Borrower. The Lender and any person to which
        disclosure has been made pursuant to this Clause may also make such
        disclosures as may be required by any applicable law or regulation of
        Hong Kong or elsewhere.


20.     NOTICES

20.01   Delivery

        Each notice, demand or other communication to be given or made under
        this Agreement shall be in writing and delivered or sent to the relevant
        party at its address or facsimile number set out below (or such other
        address or facsimile number as the addressee has by five (5) days' prior
        written notice specified to the other party):

        To the Borrower:  Sina.com
                          1313 Geneva Drive
                          Sunnyvale
                          California 94089
                          U.S.A.




                                       17
<PAGE>

                         Fax Number:  (1) 408 548 0068
                         Attention:   Charles Chao


        To the Lender:   Yang Lan
                         c/o 6101, The Center
                         99 Queen's Road Central
                         Hong Kong

                         Fax Number:  (852) 2169 0292

20.02   Deemed Delivery

        Any notice, demand or other communication so addressed to the relevant
        party shall be deemed to have been delivered (a) if given or made by
        letter, when actually delivered to the relevant address; and (b) if
        given or made by facsimile, when despatched, provided that, if such day
        is not a working day in the place to which it is sent, such notice,
        demand or other communication shall be deemed delivered on the next
        following working day at such place and further provided that the sender
        retains a mechanical or electronically generated confirmation of the
        successful transmission of such facsimile.

20.03   Language

        Each notice, demand or other communication hereunder and any other
        documents required to be delivered hereunder shall be in English.


21.     GOVERNING LAW AND JURISDICTION

21.01   Law

        This Agreement and the rights and obligations of the parties hereunder
        are governed by and shall be construed in accordance with the laws of
        Hong Kong.

21.02   Jurisdiction

        Each party agrees that any legal action or proceeding arising out of or
        relating to this Agreement may be brought in the courts of Hong Kong and
        irrevocably submits to the non-exclusive jurisdiction of such courts.

21.03   Process Agent

        The Borrower irrevocably appoints Slaughter and May of 27th Floor, Two
        Exchange Square, Hong Kong as its agent to receive and acknowledge on
        its behalf service of any writ, summons, order, judgment or other notice
        of legal process in Hong Kong. If for any reason the agent named above
        (or its successor) no longer serves as agent of the Borrower for this
        purpose, the Borrower shall promptly appoint a successor agent
        satisfactory to the Lender and notify the Lender thereof, provided that
        until the Lender




                                       18
<PAGE>

        receives such notification, it shall be entitled to treat the agent
        named above (or its said successor) as the agent of the Borrower for the
        purposes of this Clause. The Borrower agrees that any such legal process
        shall be sufficiently served on it if delivered to such agent for
        service at its address for the time being in Hong Kong whether or not
        such agent gives notice thereof to the Borrower.

        The Lender irrevocably appoints Preston Gates & Ellis (Ref: VTSO/NKA) of
        10th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong as its
        agent to receive and acknowledge on its behalf service of any writ,
        summons, order, judgment or other notice of legal process in Hong Kong.
        If for any reason the agent named above (or its successor) no longer
        serves as agent of the Lender for this purpose, the Lender shall
        promptly appoint a successor agent satisfactory to the Borrower and
        notify the Borrower thereof, provided that until the Borrower receives
        such notification, it shall be entitled to treat the agent named above
        (or its said successor) as the agent of the Lender for the purposes of
        this Clause. The Lender agrees that any such legal process shall be
        sufficiently served on it if delivered to such agent for service at its
        address for the time being in Hong Kong whether or not such agent gives
        notice thereof to the Lender.

21.04   No Limitation on Right of Action

        Nothing herein shall limit the right of either party to commence any
        legal action against the other and/or its property in any other
        jurisdiction or to serve process in any manner permitted by law, and the
        taking of proceedings in any jurisdiction shall not preclude the taking
        of proceedings in any other jurisdiction whether concurrently or not.

21.05   Waiver, Final Judgment Conclusive

        Each party irrevocably and unconditionally waives any objection which it
        may now or hereafter have to the choice of Hong Kong as the venue of any
        legal action arising out of or relating to this Agreement and agrees not
        to claim that any court thereof is not a convenient or appropriate
        forum. Each party also agrees that a final judgment against it in any
        such legal action shall be final and conclusive and may be enforced in
        any other jurisdiction, and that a certified or otherwise duly
        authenticated copy of the judgment shall be conclusive evidence of the
        fact and amount of its indebtedness.

21.06   Waiver of Immunity

        Each party irrevocably and unconditionally waives any immunity to which
        it or its property may at any time be or become entitled, whether
        characterised as sovereign immunity or otherwise, from any set-off or
        legal action in Hong Kong or elsewhere, including immunity from service
        of process, immunity from jurisdiction of any court or tribunal, and
        immunity of any of its property from attachment prior to judgment or
        from execution of a judgment.

IN WITNESS whereof this Agreement has been executed by the parties hereto on the
date stated at the beginning of this Agreement.




                                       19
<PAGE>

THE BORROWER

SIGNED  by /s/ Daniel Mao                   )
DANIEL MAO                                  )
duly authorised for and on behalf of        )
SINA.COM                                    )
in the presence of:                         )
                                            )
 ..........................................  )
Signature of witness                        )
                                            )
 ..........................................  )
Name of witness (block letters)             )
                                            )
 ..........................................  )   By executing this Agreement the
Address of witness                          )   signatory warrants that the
                                            )   signatory is duly authorised
 ..........................................  )   to  execute  this Agreement on
Occupation of witness                       )   behalf of Sina.com





THE LENDER

SIGNED  by /s/ Yang Lan                     )
YANG LAN                                    )
in the presence of:                         )
                                            )
 ..........................................  )
Signature of witness                        )
                                            )
 ..........................................  )
Name of witness (block letters)             )
                                            )
 ..........................................  )
Address of witness                          )
                                            )
 ..........................................  )   ...............................
Occupation of witness                       )        Signature of Yang Lan




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