4 . 2 . 9 not sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in Borrower Equity Interest , or allow the encumbrance thereon of any security interest , except in accordance with the Share Pledge Agreement ;

<response> 4 . 2 . 9 not sell , transfer , mortgage or dispose of in any other manner its legal or beneficial interest in <person>Borrower</person> Equity Interest , or allow the encumbrance thereon of any security interest , except in accordance with the Share Pledge Agreement ; </response>


4 . 2 . 10 cause any shareholders ’ meeting and / or board of directors meeting of Borrower Company not to approve the sale , transfer , mortgage or disposition in any other manner of any legal or beneficial interest in equity interest held by Borrower , or allow the encumbrance thereon of any security interest , except to Lender or Lender ’ s designated person ;

<response> 4 . 2 . 10 cause any shareholders ’ meeting and / or board of directors meeting of <person>Borrower</person> Company not to approve the sale , transfer , mortgage or disposition in any other manner of any legal or beneficial interest in equity interest held by <person>Borrower</person> , or allow the encumbrance thereon of any security interest , except to <person>Lender</person> or <person>Lender</person> ’ s designated person ; </response>


4 . 2 . 11 cause any shareholders ’ meeting and / or board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person , or its acquisition of or investment in any person , without the prior written consent of Lender ;

<response> 4 . 2 . 11 cause any shareholders ’ meeting and / or board of directors of the <person>Borrower</person> Company not to approve the merger or consolidation of <person>Borrower</person> Company with any person , or its acquisition of or investment in any person , without the prior written consent of <person>Lender</person> ; </response>


4 . 2 . 12 immediately notify Lender of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to Borrower Equity Interest ;

<response> 4 . 2 . 12 immediately notify <person>Lender</person> of the occurrence or possible occurrence of any litigation , arbitration or administrative proceedings relating to <person>Borrower</person> Equity Interest ; </response>


4 . 2 . 13 to the extent necessary to maintain his ownership of the Borrower Equity Interest , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims ;

<response> 4 . 2 . 13 to the extent necessary to maintain his ownership of the <person>Borrower</person> Equity Interest , execute all necessary or appropriate documents , take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims ; </response>


4 . 2 . 14 without the prior written consent of Lender , refrain from any action / omission that may have a material impact on the assets , business and liabilities of Borrower Company ;

<response> 4 . 2 . 14 without the prior written consent of <person>Lender</person> , refrain from any action / omission that may have a material impact on the assets , business and liabilities of <person>Borrower</person> Company ; </response>


7 4 . 2 . 15 appoint any designee of Lender as director of Borrower Company , at the request of Lender ;

<response> 7 4 . 2 . 15 appoint any designee of <person>Lender</person> as director of <person>Borrower</person> Company , at the request of <person>Lender</person> ; </response>


4 . 2 . 16 to the extent permitted by the laws of China , at the request of Lender at any time , promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender ’ s designated representative at any time , and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this section ;

<response> 4 . 2 . 16 to the extent permitted by the laws of <location>China</location> , at the request of <person>Lender</person> at any time , promptly and unconditionally transfer all of <person>Borrower</person> Equity Interest to <person>Lender</person> or <person>Lender</person> ’ s designated representative at any time , and cause the other shareholders of <person>Borrower</person> Company to waive their right of first refusal with respect to the share transfer described in this section ; </response>


4 . 2 . 17 to the extent permitted by the laws of China , at the request of Lender at any time , cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interest to Lender or Lender ’ s designated representative at any time , and Borrower hereby waives his right of first refusal ( if any ) with respect to the share transfer described in this section ;

<response> 4 . 2 . 17 to the extent permitted by the laws of <location>China</location> , at the request of <person>Lender</person> at any time , cause the other shareholders of <person>Borrower</person> Company to promptly and unconditionally transfer all of their equity interest to <person>Lender</person> or <person>Lender</person> ’ s designated representative at any time , and <person>Borrower</person> hereby waives his right of first refusal ( if any ) with respect to the share transfer described in this section ; </response>


4 . 2 . 18 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement , use such purchase price obtained thereby to repay the Loan to Lender ; and

<response> 4 . 2 . 18 in the event that <person>Lender</person> purchases <person>Borrower</person> Equity Interest from <person>Borrower</person> in accordance with the provisions of the Exclusive Option Agreement , use such purchase price obtained thereby to repay the Loan to <person>Lender</person> ; and </response>


4 . 2 . 19 without the prior written consent of Lender , not to cause Borrower Company to supplement , change , or amend its articles of association in any manner , increase or decreases its registered capital or change its share capital structure in any manner .

<response> 4 . 2 . 19 without the prior written consent of <person>Lender</person> , not to cause <person>Borrower</person> Company to supplement , change , or amend its articles of association in any manner , increase or decreases its registered capital or change its share capital structure in any manner . </response>


5 Liability for Default

<response> 5 Liability for Default </response>


<response> 5 . 1 In the event a Party breaches this Agreement or otherwise causes the non - performance of this Agreement in part or in whole , such Party shall be liable for such breach and shall compensate all damages ( including litigation and attorneys fees ) resulting therefrom . </response>


<response> In the event that both Parties breach this Agreement , each Party shall be liable for its respective breach . </response>


5 . 2 in the event that Borrower fails to perform the repayment obligations set forth in this Agreement , Borrower shall pay overdue interest of 0 . 01 % per day for the outstanding payment , until the day Borrower repays the full principal of the Loan , overdue interests and other payable amounts .

<response> 5 . 2 in the event that <person>Borrower</person> fails to perform the repayment obligations set forth in this Agreement , <person>Borrower</person> shall pay overdue interest of 0 . 01 % per day for the outstanding payment , until the day <person>Borrower</person> repays the full principal of the Loan , overdue interests and other payable amounts . </response>


6 Notices


<response> 6 . 1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail , postage prepaid , by a commercial courier service or by facsimile transmission to the address of such Party set forth below . </response>


<response> A confirmation copy of each notice shall also be sent by email . </response>


<response> The dates on which notices shall be deemed to have been effectively given shall be determined as follows : </response>


<response> 8 6 . 1 . 1 Notices given by personal delivery , by courier service or by registered mail , postage prepaid , shall be deemed effectively given on the date of delivery . </response>


<response> 6 . 1 . 2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission ( as evidenced by an automatically generated confirmation of transmission ). </response>


<response> 6 . 2 For the purpose of notices , the addresses of the Parties are as follows : </response>


Lender : 3 / F Zhongdian Information Tower , No . 6 Zhongguancun South Street , Haidian District , Beijing 100086 , P . R .

<response> <person>Lender</person> : <location>3 / F Zhongdian Information Tower</location> , No . 6 <location>Zhongguancun South Street</location> , <location>Haidian District</location> , <location>Beijing 100086</location> , P . R . </response>


China Attn : Legal Department Phone : + 86 - 10 - 6250 1658 Facsimile : + 86 - 10 - 6250 1665

<response> <location>China</location> Attn : <organization>Legal Department</organization> Phone : + 86 - 10 - 6250 1658 Facsimile : + 86 - 10 - 6250 1665 </response>


Borrower : 1 - 4 - 48 , No .

<response> <person>Borrower</person> : 1 - 4 - 48 , No . </response>


1 , Jinjia Village , Fengtai District , Beijing , P . R . China Attn : Bing Yu Tel : + 86 - 10 - 6250 1312

<response> 1 , <location>Jinjia Village</location> , <location>Fengtai District</location> , <location>Beijing</location> , P . R . <location>China</location> Attn : <person>Bing Yu</person> Tel : + 86 - 10 - 6250 1312 </response>


<response> 6 . 3 Any party may at any time change its address for notices by a notice delivered to the other party in accordance with the terms hereof . </response>


7 Duty to Maintain Confidentiality

<response> 7 Duty to Maintain Confidentiality </response>


<response> The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information . </response>


<response> The Parties shall maintain the confidentiality of all such information , and without the written consent of other Party , a Party shall not disclose any relevant information to any third party , except in the following circumstances : ( a ) such information is or will be in the public domain ( provided that this is not the result of a public disclosure by the receiving party ); ( b ) information disclosed as required by applicable laws or rules or regulations of any stock exchange ; or ( c ) information required to be disclosed by a Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder , and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section . </response>


<response> Disclosure of any confidential information by any staff member or agent hired by a Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for such breach under this Agreement . </response>


<response> This section shall survive the termination of this Agreement for any reason . </response>


<response> 8 Governing Law and Resolution of Disputes </response>


8 . 1 The execution , effectiveness , construction , performance , amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of China .

<response> 8 . 1 The execution , effectiveness , construction , performance , amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of <location>China</location> . </response>


9 8 . 2 Any dispute , controversy or claim arising out of or relating to this Agreement , or the breach termination or invalidity thereof , shall be settled by arbitration at the Hong Kong International Arbitration Center (“ HKIAC ”) under the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause .

<response> 9 8 . 2 Any dispute , controversy or claim arising out of or relating to this Agreement , or the breach termination or invalidity thereof , shall be settled by arbitration at the <location>Hong Kong</location> International Arbitration Center (“ HKIAC ”) under the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause . </response>


<response> For the purpose of such arbitration , there shall be a board of arbitration ( the “ Board of Arbitration ”) consisting of three arbitrators , each of the Parties shall select one ( 1 ) member and the third member shall be selected by mutual agreement of the other members , or if the other members fail to reach agreement on a third member within twenty ( 20 ) days after their selection , such third member shall thereafter be selected by the HKIAC upon application made to it for such purpose . </response>


The language used in such arbitration shall be English , and the place of arbitration shall be in Hong Kong at HKIAC .

<response> The language used in such arbitration shall be <miscellaneous>English</miscellaneous> , and the place of arbitration shall be in <location>Hong Kong</location> at HKIAC . </response>


<response> Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including any additions to the UNCITRAL Arbitration Rules as are therein contained . </response>


<response> The decision by the Board of Arbitration shall be final and binding on the parties . </response>


<response> 8 . 3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute , except for the matters under dispute , the parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement . </response>


9 Miscellaneous


<response> 9 . 1 This Agreement shall become effective on the date thereof , and shall expire upon the date of full performance by the Parties of their respective obligations under this Agreement . </response>


9 . 2 This Agreement shall be written in both Chinese and English language in two copies , The Parties hereto shall execute two originals of this Agreement , one for each party , and each original shall have equal legal validity .

<response> 9 . 2 This Agreement shall be written in both <miscellaneous>Chinese</miscellaneous> and <miscellaneous>English</miscellaneous> language in two copies , The Parties hereto shall execute two originals of this Agreement , one for each party , and each original shall have equal legal validity . </response>


In case there is any conflict between the Chinese version and the English version , the Chinese version shall prevail .

<response> In case there is any conflict between the <miscellaneous>Chinese</miscellaneous> version and the <miscellaneous>English</miscellaneous> version , the <miscellaneous>Chinese</miscellaneous> version shall prevail . </response>


9 . 3 This Agreement may be amended or supplemented through written agreement by and between Lender and Borrower .

<response> 9 . 3 This Agreement may be amended or supplemented through written agreement by and between <person>Lender</person> and <person>Borrower</person> . </response>


Such written amendment agreement and / or supplementary agreement executed by and between Lender and Borrower shall form an integral part of this Agreement , and shall have the same legal validity as this Agreement .

<response> Such written amendment agreement and / or supplementary agreement executed by and between <person>Lender</person> and <person>Borrower</person> shall form an integral part of this Agreement , and shall have the same legal validity as this Agreement . </response>


<response> 9 . 4 In the event that one or several of the provisions of this Agreement are found to be invalid , illegal or unenforceable in any aspect in accordance with any laws or regulations , the validity , legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect . </response>


<response> The Parties shall strive in good faith to replace such invalid , illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties , and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid , illegal or unenforceable provisions . </response>


<response> 9 . 5 The attachments ( if any ) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement . </response>


10 Lender : Lenovo - AsiaInfo Technologies , Inc .

<response> 10 <person>Lender</person> : <organization>Lenovo - AsiaInfo Technologies</organization> , Inc . </response>


By :


/ s / Bing Yu Name :

<response> / s / <person>Bing Yu</person> Name : </response>


Bing Yu

<response> <person>Bing Yu</person> </response>


Title :


Legal Representative

<response> Legal Representative </response>


Borrower : Bing Yu By :

<response> <person>Borrower</person> : <person>Bing Yu</person> By : </response>


/ s / Bing Yu

<response> / s / <person>Bing Yu</person> </response>


If Borrower or any Person acting for Borrower makes any material misrepresentation or material misstatement now or later in any warranty or representation in this Agreement or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document .

<response> If <person>Borrower</person> or any Person acting for <person>Borrower</person> makes any material misrepresentation or material misstatement now or later in any warranty or representation in this Agreement or in any writing delivered to <organization>Bank</organization> or to induce <organization>Bank</organization> to enter this Agreement or any Loan Document . </response>


9 BANK ' S RIGHTS AND REMEDIES

<response> 9 <organization>BANK</organization> ' S RIGHTS AND REMEDIES </response>


9 . 1 RIGHTS AND REMEDIES .

<response> 9 . 1 RIGHTS AND REMEDIES . </response>


When an Event of Default occurs and continues Bank may , without notice or demand , do any or all of the following :

<response> When an Event of Default occurs and continues <organization>Bank</organization> may , without notice or demand , do any or all of the following : </response>


( a ) Declare all Obligations immediately due and payable ( but if an Event of Default described in Section 8 . 5 occurs all Obligations are immediately due and payable without any action by Bank );

<response> ( a ) Declare all Obligations immediately due and payable ( but if an Event of Default described in Section 8 . 5 occurs all Obligations are immediately due and payable without any action by <organization>Bank</organization> ); </response>


( b ) Stop advancing money or extending credit for Borrower ' s benefit under this Agreement or under any other agreement between Borrower and Bank ;

<response> ( b ) Stop advancing money or extending credit for <person>Borrower</person> ' s benefit under this Agreement or under any other agreement between <person>Borrower</person> and <organization>Bank</organization> ; </response>


<response> ( c ) Make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral . </response>


Borrower will assemble the Collateral if Bank requires and make it available as Bank designates .

<response> <person>Borrower</person> will assemble the Collateral if <organization>Bank</organization> requires and make it available as <organization>Bank</organization> designates . </response>


Bank may enter premises where the Collateral is located , take and maintain possession of any part of the Collateral , and pay , purchase , contest , or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred .

<response> <organization>Bank</organization> may enter premises where the Collateral is located , take and maintain possession of any part of the Collateral , and pay , purchase , contest , or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred . </response>


Borrower grants Bank a license to enter and occupy any of its premises , without charge , to exercise any of Bank ' s rights or remedies ;

<response> <person>Borrower</person> grants <organization>Bank</organization> a license to enter and occupy any of its premises , without charge , to exercise any of <organization>Bank</organization> ' s rights or remedies ; </response>


( d ) Apply to the Obligations any ( i ) balances and deposits of Borrower it holds , or ( ii ) any amount held by Bank owing to or for the credit or the account of Borrower ;

<response> ( d ) Apply to the Obligations any ( i ) balances and deposits of <person>Borrower</person> it holds , or ( ii ) any amount held by <organization>Bank</organization> owing to or for the credit or the account of <person>Borrower</person> ; </response>


<response> ( e ) Ship , reclaim , recover , store , finish , maintain , repair , prepare for sale , advertise for sale , and sell the Collateral ; and </response>


<response> ( f ) Dispose of the Collateral according to the Code . </response>


9 . 2 POWER OF ATTORNEY .

<response> 9 . 2 POWER OF ATTORNEY . </response>


Effective only when an Event of Default occurs and continues , Borrower irrevocably appoints Bank as its lawful attorney to : ( i ) transfer the Collateral into the name of Bank or a third party as the Code permits .

<response> Effective only when an Event of Default occurs and continues , <person>Borrower</person> irrevocably appoints <organization>Bank</organization> as its lawful attorney to : ( i ) transfer the Collateral into the name of <organization>Bank</organization> or a third party as the Code permits . </response>


Bank may exercise the power of attorney to sign Borrower ' s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred .

<response> <organization>Bank</organization> may exercise the power of attorney to sign <person>Borrower</person> ' s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred . </response>


Bank ' s appointment as Borrower ' s attorney in fact , and all of Bank ' s rights and powers , coupled

<response> <organization>Bank</organization> ' s appointment as <person>Borrower</person> ' s attorney in fact , and all of <organization>Bank</organization> ' s rights and powers , coupled </response>


11 < PAGE > 12 with an interest , are irrevocable until all Obligations have been fully repaid and performed and Bank ' s obligation to provide Credit Extensions terminates .

<response> 11 < PAGE > 12 with an interest , are irrevocable until all Obligations have been fully repaid and performed and <organization>Bank</organization> ' s obligation to provide Credit Extensions terminates . </response>


9 . 3 BANK EXPENSES .

<response> 9 . 3 <organization>BANK</organization> EXPENSES . </response>


If Borrower fails to pay any amount or furnish any required proof of payment to third persons Bank may make all or part of the payment or obtain insurance policies required in Section 6 . 4 , and take any action under the policies Bank deems prudent Any amounts paid by Bank are Bank Expenses and immediately due and payable , bearing interest at the then applicable rate and secured by the Collateral .

<response> If <person>Borrower</person> fails to pay any amount or furnish any required proof of payment to third persons <organization>Bank</organization> may make all or part of the payment or obtain insurance policies required in Section 6 . 4 , and take any action under the policies <organization>Bank</organization> deems prudent Any amounts paid by <organization>Bank</organization> are <organization>Bank</organization> Expenses and immediately due and payable , bearing interest at the then applicable rate and secured by the Collateral . </response>


No payments by Bank are deemed an agreement to make similar payments in the future or Bank ' s waiver of any Event of Default .

<response> No payments by <organization>Bank</organization> are deemed an agreement to make similar payments in the future or <organization>Bank</organization> ' s waiver of any Event of Default . </response>


9 . 4 BANK ' S LIABILITY FOR COLLATERAL .

<response> 9 . 4 <organization>BANK</organization> ' S LIABILITY FOR COLLATERAL . </response>


If Bank complies with reasonable banking practices it is not liable for ( a ) the safekeeping of the Collateral ; ( b ) any loss or damage to the Collateral ; ( c ) any diminution in the value of the Collateral ; or ( d ) any act or default of any carrier , warehouseman , bailee , or other person .

<response> If <organization>Bank</organization> complies with reasonable banking practices it is not liable for ( a ) the safekeeping of the Collateral ; ( b ) any loss or damage to the Collateral ; ( c ) any diminution in the value of the Collateral ; or ( d ) any act or default of any carrier , warehouseman , bailee , or other person . </response>


Borrower bears all risk of loss , damage or destruction of the Collateral .

<response> <person>Borrower</person> bears all risk of loss , damage or destruction of the Collateral . </response>


9 . 5 REMEDIES CUMULATIVE .

<response> 9 . 5 REMEDIES CUMULATIVE . </response>


Bank ' s rights and remedies under this Agreement , the Loan Documents , and all other agreements are cumulative .

<response> <organization>Bank</organization> ' s rights and remedies under this Agreement , the Loan Documents , and all other agreements are cumulative . </response>


Bank has all rights and remedies provided under the Code , by law , or in equity .

<response> <organization>Bank</organization> has all rights and remedies provided under the Code , by law , or in equity . </response>


Bank ' s exercise of one right or remedy is not an election , and Bank ' s waiver of any Event of Default is not a continuing waiver .

<response> <organization>Bank</organization> ' s exercise of one right or remedy is not an election , and <organization>Bank</organization> ' s waiver of any Event of Default is not a continuing waiver . </response>


Bank ' s delay is not a waiver , election , or acquiescence .

<response> <organization>Bank</organization> ' s delay is not a waiver , election , or acquiescence . </response>


No waiver is effective unless signed by Bank and then is only effective for the specific instance and purpose for which it was given .

<response> No waiver is effective unless signed by <organization>Bank</organization> and then is only effective for the specific instance and purpose for which it was given . </response>


9 . 6 DEMAND WAIVER .

<response> 9 . 6 DEMAND WAIVER . </response>


Borrower waives demand , notice of default or dishonor , notice of payment and nonpayment , notice of any default , nonpayment at maturity , release , compromise , settlement , extension , or renewal of accounts , documents , instruments , chattel paper , and guarantees held by Bank on , which Borrower is liable .

<response> <person>Borrower</person> waives demand , notice of default or dishonor , notice of payment and nonpayment , notice of any default , nonpayment at maturity , release , compromise , settlement , extension , or renewal of accounts , documents , instruments , chattel paper , and guarantees held by <organization>Bank</organization> on , which <person>Borrower</person> is liable . </response>


10 NOTICES


<response> All notices or demands by any party about this Agreement or any other related agreement must be in writing and be personally delivered or sent by an overnight delivery service , by certified mail , postage prepaid , return receipt requested , or by telefacsimile to the addresses set forth at the beginning of this Agreement . </response>


<response> A Party may change its notice address by giving the other Party written notice . </response>


<response> 11 CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER </response>


THIS AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW .

<response> THIS AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE INTERNAL LAWS OF THE <location>COMMONWEALTH OF MASSACHUSETTS</location> WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW . </response>


EACH OF BORROWER AND BANK HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS , BUT IF FOR ANY REASON THE BANK IS DENIED ACCESS TO SUCH COURTS , THEN THE VENUE WILL BE IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SANTA CLARA , STATE OF CALIFORNIA .

<response> EACH OF <person>BORROWER</person> AND <organization>BANK</organization> HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE <location>COMMONWEALTH OF MASSACHUSETTS</location> , BUT IF FOR ANY REASON THE <organization>BANK</organization> IS DENIED ACCESS TO SUCH COURTS , THEN THE VENUE WILL BE IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF <location>SANTA CLARA</location> , STATE OF <location>CALIFORNIA</location> . </response>


BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN , INCLUDING

<response> <person>BORROWER</person> AND <organization>BANK</organization> EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN , INCLUDING </response>


<response> 12 < PAGE > 13 CONTRACT CLAIMS , TORT CLAIMS , BREACH OF DUTY CLAIMS , AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS . </response>


<response> EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT . </response>


<response> EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL . </response>


12 GENERAL PROVISIONS

<response> 12 GENERAL PROVISIONS </response>


12 . 1 SUCCESSORS AND ASSIGNS .

<response> 12 . 1 SUCCESSORS AND ASSIGNS . </response>


<response> This Agreement binds and is for the benefit of the successors and permitted assigns of each party . </response>


Borrower may not assign this Agreement or any rights under it without Bank ' s prior written consent which may be granted or withheld in Bank ' s discretion .

<response> <person>Borrower</person> may not assign this Agreement or any rights under it without <organization>Bank</organization> ' s prior written consent which may be granted or withheld in <organization>Bank</organization> ' s discretion . </response>


Bank has the right , without the consent of or notice to Borrower , to sell , transfer , negotiate , or grant participation in all or any part of , or any interest in , Bank ' s obligations , rights and benefits under this Agreement .

<response> <organization>Bank</organization> has the right , without the consent of or notice to <person>Borrower</person> , to sell , transfer , negotiate , or grant participation in all or any part of , or any interest in , <organization>Bank</organization> ' s obligations , rights and benefits under this Agreement . </response>


12 . 2 INDEMNIFICATION .

<response> 12 . 2 INDEMNIFICATION . </response>


Borrower will indemnify , defend and hold harmless Bank and its officers , employees , and agents against : ( a ) all obligations , demands , claims , and liabilities asserted by any other party in connection with the transactions contemplated by the Loan Documents ; and ( b ) all losses or Bank Expenses incurred , or paid by Bank from , following , or consequential to transactions between Bank and Borrower ( including reasonable attorneys fees and expenses ), except for losses caused by Bank ' s gross negligence or willful misconduct .

<response> <person>Borrower</person> will indemnify , defend and hold harmless <organization>Bank</organization> and its officers , employees , and agents against : ( a ) all obligations , demands , claims , and liabilities asserted by any other party in connection with the transactions contemplated by the Loan Documents ; and ( b ) all losses or <organization>Bank</organization> Expenses incurred , or paid by <organization>Bank</organization> from , following , or consequential to transactions between <organization>Bank</organization> and <person>Borrower</person> ( including reasonable attorneys fees and expenses ), except for losses caused by <organization>Bank</organization> ' s gross negligence or willful misconduct . </response>


12 . 3 TIME OF ESSENCE .

<response> 12 . 3 TIME OF ESSENCE . </response>


<response> Time is of the essence for the performance of all obligations in this Agreement . </response>


12 . 4 SEVERABILITY OF PROVISION .

<response> 12 . 4 SEVERABILITY OF PROVISION . </response>


<response> Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision . </response>


<response> 12 . 5 AMENDMENTS IN WRITING , INTEGRATION . </response>


All amendments to this Agreement must be in writing and signed by Borrower and Bank .

<response> All amendments to this Agreement must be in writing and signed by <person>Borrower</person> and <organization>Bank</organization> . </response>


<response> This Agreement represents the entire agreement about this subject matter , and supersedes prior negotiations or agreements . </response>


<response> All prior agreements , understandings , representations , warranties , and negotiations between the parties about the subject matter of this Agreement merge into this Agreement and the Loan Documents . </response>


12 . 6 COUNTERPARTS .

<response> 12 . 6 COUNTERPARTS . </response>


<response> This Agreement may be executed in any number of counterparts and by different parties on separate counterparts , each of which , when executed and delivered , are an original , and all taken together , constitute one Agreement . </response>


12 . 7 SURVIVAL .

<response> 12 . 7 SURVIVAL . </response>


<response> All covenants , representations and warranties made in this Agreement continue in full force while any Obligations remain outstanding . </response>


The obligations of Borrower in Section 12 . 2 to indemnify Bank will survive until all statutes of limitations for actions that may be brought against Bank have run .

<response> The obligations of <person>Borrower</person> in Section 12 . 2 to indemnify <organization>Bank</organization> will survive until all statutes of limitations for actions that may be brought against <organization>Bank</organization> have run . </response>


13 < PAGE > 14 12 . 8 CONFIDENTIALITY .

<response> 13 < PAGE > 14 12 . 8 CONFIDENTIALITY . </response>


In handling any confidential information , Bank will exercise the same degree of care that it exercises for its own proprietary information , but disclosure of information may be made ( i ) to Bank ' s subsidiaries or affiliates in connection with their business with Borrower , ( ii ) to prospective transferees or purchasers of any interest in the Loans , ( iii ) as required by law , regulation , subpoena , or other order , ( iv ) as required in connection with Bank ' s examination or audit and ( v ) as Bank considers appropriate exercising remedies under this Agreement .

<response> In handling any confidential information , <organization>Bank</organization> will exercise the same degree of care that it exercises for its own proprietary information , but disclosure of information may be made ( i ) to <organization>Bank</organization> ' s subsidiaries or affiliates in connection with their business with <person>Borrower</person> , ( ii ) to prospective transferees or purchasers of any interest in the Loans , ( iii ) as required by law , regulation , subpoena , or other order , ( iv ) as required in connection with <organization>Bank</organization> ' s examination or audit and ( v ) as <organization>Bank</organization> considers appropriate exercising remedies under this Agreement . </response>


Confidential information does not include information that either : ( a ) is in the public domain or in Bank ' s possession when disclosed to Bank , or becomes part of the public domain after disclosure to Bank ; or ( b ) is disclosed to Bank by a third party , if Bank does not know that the third party is prohibited from disclosing the information .

<response> Confidential information does not include information that either : ( a ) is in the public domain or in <organization>Bank</organization> ' s possession when disclosed to <organization>Bank</organization> , or becomes part of the public domain after disclosure to <organization>Bank</organization> ; or ( b ) is disclosed to <organization>Bank</organization> by a third party , if <organization>Bank</organization> does not know that the third party is prohibited from disclosing the information . </response>


12 . 9 COUNTERSIGNATURE .

<response> 12 . 9 COUNTERSIGNATURE . </response>


This Agreement shall become effective only when it shall have been executed by Borrower and Bank ( provided , however , in no event shall this Agreement become effective until signed by an officer of Bank in California ).

<response> This Agreement shall become effective only when it shall have been executed by <person>Borrower</person> and <organization>Bank</organization> ( provided , however , in no event shall this Agreement become effective until signed by an officer of <organization>Bank</organization> in <location>California</location> ). </response>


<response> 12 . 10 ATTORNEYS ' FEES , COSTS AND EXPENSES . </response>


In any action or proceeding between Borrower and Bank arising out of the Loan Documents , the prevailing party will be entitled to recover its reasonable attorneys ' fees and other costs and expenses incurred , in addition to any other relief to which it may be entitled .

<response> In any action or proceeding between <person>Borrower</person> and <organization>Bank</organization> arising out of the Loan Documents , the prevailing party will be entitled to recover its reasonable attorneys ' fees and other costs and expenses incurred , in addition to any other relief to which it may be entitled . </response>


13 DEFINITIONS


13 . 1 DEFINITIONS .

<response> 13 . 1 DEFINITIONS . </response>


In this Agreement :

<response> In this Agreement : </response>


" ACCOUNTS " are all existing and later arising accounts , contract rights , and other obligations owed Borrower in connection with its sale or lease of goods ( including licensing software and other technology ) or provision of services , all credit insurance , guaranties , other security and all merchandise returned or reclaimed by Borrower and Borrower ' s Books relating to any of the foregoing .

<response> " ACCOUNTS " are all existing and later arising accounts , contract rights , and other obligations owed <person>Borrower</person> in connection with its sale or lease of goods ( including licensing software and other technology ) or provision of services , all credit insurance , guaranties , other security and all merchandise returned or reclaimed by <person>Borrower</person> and <person>Borrower</person> ' s Books relating to any of the foregoing . </response>


<response> " AFFILIATE " of a Person is a Person that owns or controls directly or indirectly the Person , any Person that controls or is controlled by or is under common control with the Person , and each of that Person ' s senior executive officers , directors , partners and , for any Person that is a limited liability company , that Person ' s managers and members . </response>


" BANK EXPENSES " are all audit fees and expenses and reasonable costs or expenses ( including reasonable attorneys ' fees and expenses ) for preparing , negotiating , administering , defending and enforcing the Loan Documents ( including appeals or Insolvency Proceedings ).

<response> " <organization>BANK</organization> EXPENSES " are all audit fees and expenses and reasonable costs or expenses ( including reasonable attorneys ' fees and expenses ) for preparing , negotiating , administering , defending and enforcing the Loan Documents ( including appeals or Insolvency Proceedings ). </response>


" BORROWER ' S BOOKS " are all Borrower ' s books and records including ledgers , records regarding Borrower ' s assets or liabilities , the Collateral , business operations or financial condition and all computer programs or discs or any equipment containing the information .

<response> " <person>BORROWER</person> ' S BOOKS " are all <person>Borrower</person> ' s books and records including ledgers , records regarding <person>Borrower</person> ' s assets or liabilities , the Collateral , business operations or financial condition and all computer programs or discs or any equipment containing the information . </response>


" BUSINESS DAY " is any day that is not a Saturday , Sunday or a day on which the Bank is closed .

<response> " BUSINESS DAY " is any day that is not a Saturday , Sunday or a day on which the <organization>Bank</organization> is closed . </response>


<response> " CLOSING DATE " is the date of this Agreement . </response>


" CODE " is the Massachusetts Uniform Commercial Code .

<response> " CODE " is the <location>Massachusetts</location> Uniform Commercial Code . </response>


<response> 14 < PAGE > 15 " COLLATERAL " is the property described on Exhibit A . </response>


<response> " COMMITMENT TERMINATION DATE " is January 27 , 2000 . </response>


<response> " COMMITTED EQUIPMENT LINE " is a Credit Extension of up to $ 1 , 500 , 000 . </response>


<response> " CONTINGENT OBLIGATION " is , for any Person , any direct or indirect liability , contingent or not , of that Person for ( i ) any indebtedness , lease , dividend , letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed , endorsed , co - made , discounted or sold with recourse by that Person , or for which that Person is directly or indirectly liable ; ( ii ) any obligations for undrawn letters of credit for the account of that Person ; and ( iii ) all obligations from any interest rate , currency or commodity swap agreement , interest rate cap or collar agreement , or other agreement or arrangement designated to protect a Person against fluctuation in interest rates , currency exchange rates or commodity prices ; but " Contingent Obligation " does not include endorsements in the ordinary course of business . </response>


<response> The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or , if not determinable , the maximum reasonably anticipated liability for it determined by the Person in good faith ; but the amount may not exceed the maximum of the obligations under the guarantee or other support arrangement . </response>


" CREDIT EXTENSION " is each Equipment Advance or any other extension of credit by Bank for Borrower ' s benefit .

<response> " CREDIT EXTENSION " is each Equipment Advance or any other extension of credit by <organization>Bank</organization> for <person>Borrower</person> ' s benefit . </response>


<response> " EQUIPMENT ADVANCE " or " EQUIPMENT ADVANCES " is a loan advance ( or advances ) under the Committed Equipment Line . </response>


" ELIGIBLE EQUIPMENT " is general purpose computer equipment , office equipment , test and laboratory equipment , furnishings , and , subject to the limitations set forth below , Other Equipment that complies with all of Borrower ' s representations and warranties to Bank and which is acceptable to Bank in all respects .

<response> " ELIGIBLE EQUIPMENT " is general purpose computer equipment , office equipment , test and laboratory equipment , furnishings , and , subject to the limitations set forth below , Other Equipment that complies with all of <person>Borrower</person> ' s representations and warranties to <organization>Bank</organization> and which is acceptable to <organization>Bank</organization> in all respects . </response>


Unless otherwise agreed to by Bank : not more than 25 % of the Equipment financed with the proceeds of each Equipment Advance shall consist of Other Equipment .

<response> Unless otherwise agreed to by <organization>Bank</organization> : not more than 25 % of the Equipment financed with the proceeds of each Equipment Advance shall consist of Other Equipment . </response>


<response> All Equipment financed with the proceeds of Equipment Advances shall be new and purchased within 120 days from the date of the Equipment Advance . </response>


Equipment to be located outside of the United States shall be limited to a maximum of $ 150 , 000 .

<response> Equipment to be located outside of the <location>United States</location> shall be limited to a maximum of $ 150 , 000 . </response>


" EQUIPMENT " is all present and future machinery , equipment , tenant improvements , furniture , fixtures , vehicles , tools , parts and attachments in which Borrower has any interest .

<response> " EQUIPMENT " is all present and future machinery , equipment , tenant improvements , furniture , fixtures , vehicles , tools , parts and attachments in which <person>Borrower</person> has any interest . </response>


<response> " EQUIPMENT ADVANCE " is defined in Section 2 . 1 . 1 . </response>


<response> " EQUIPMENT AVAILABILITY END DATE " is defined in Section 2 . 1 . 1 . </response>


<response> " EQUIPMENT MATURITY DATE " is defined in Section 2 . 1 . 1 . </response>


" ERISA " is the Employment Retirement Income Security Act of 1974 , and its regulations .

<response> " <organization>ERISA</organization> " is the Employment Retirement Income Security Act of 1974 , and its regulations . </response>


<response> " FINAL PAYMENT PERCENTAGE " is defined in Section 2 . 2 ( d ). </response>


<response> " FINANCED EQUIPMENT " is defined in the Loan Supplement . </response>


" FUNDING DATE " is any date on which an Equipment Advance is made to or on account of Borrower .

<response> " FUNDING DATE " is any date on which an Equipment Advance is made to or on account of <person>Borrower</person> . </response>


<response> " GAAP " is generally accepted accounting principles . </response>


<response> 15 < PAGE > 16 " INDEBTEDNESS " is ( a ) indebtedness for borrowed money or the deferred price of property or services , such as reimbursement and other obligations for surety bonds and letters of credit ( b ) obligations evidenced by notes , bonds , debentures or similar instruments , ( c ) capital lease obligations and ( d ) Contingent Obligations . </response>


" INSOLVENCY PROCEEDING " are proceedings by or against any Person under the United States Bankruptcy Code , or any other bankruptcy or insolvency law , including assignments for the benefit of creditors , compositions , extensions generally with its creditors , or proceedings seeking reorganization , arrangement , or other relief .

<response> " INSOLVENCY PROCEEDING " are proceedings by or against any Person under the <location>United States</location> Bankruptcy Code , or any other bankruptcy or insolvency law , including assignments for the benefit of creditors , compositions , extensions generally with its creditors , or proceedings seeking reorganization , arrangement , or other relief . </response>


<response> " INVESTMENT " is any beneficial ownership of ( including stock , partnership interest or other securities ) any Person , or any loan , advance or capital contribution to any Person . </response>


<response> " LIEN " is a mortgage , lien , deed of trust , charge , pledge , security interest or other encumbrance . </response>


" LOAN DOCUMENTS " are , collectively , this Agreement , any note , or notes or guaranties executed by Borrower or Guarantor , and any other present or future agreement between Borrower and / or for the benefit of Bank in connection with this Agreement , all as amended , extended or restated .

<response> " LOAN DOCUMENTS " are , collectively , this Agreement , any note , or notes or guaranties executed by <person>Borrower</person> or Guarantor , and any other present or future agreement between <person>Borrower</person> and / or for the benefit of <organization>Bank</organization> in connection with this Agreement , all as amended , extended or restated . </response>


<response> " LOAN FACTOR " is the amount set forth as a percentage in the Loan Supplement calculated using the Basic Rate . </response>


<response> " LOAN SUPPLEMENT " is attached as Exhibit C . </response>


<response> " MATERIAL ADVERSE CHANGE " is defined in Section 8 . 3 . </response>


" OBLIGATIONS " are debts , principal , interest , Bank Expenses and other amounts Borrower owes Bank now or later , including letters of credit and exchange contracts and including interest accruing after Insolvency Proceedings begin and debts , liabilities , or obligations of Borrower assigned to Bank .

<response> " OBLIGATIONS " are debts , principal , interest , <organization>Bank</organization> Expenses and other amounts <person>Borrower</person> owes <organization>Bank</organization> now or later , including letters of credit and exchange contracts and including interest accruing after Insolvency Proceedings begin and debts , liabilities , or obligations of <person>Borrower</person> assigned to <organization>Bank</organization> . </response>


<response> " ORIGINAL STATED COST " is defined in Section 2 . 2 ( d ). </response>


" OTHER EQUIPMENT " is leasehold improvements , intangible property such as computer software and software licenses , equipment specifically designed or manufactured for Borrower , other intangible property , limited use property and other similar property and soft costs , including sales tax , freight and installation expenses .

<response> " OTHER EQUIPMENT " is leasehold improvements , intangible property such as computer software and software licenses , equipment specifically designed or manufactured for <person>Borrower</person> , other intangible property , limited use property and other similar property and soft costs , including sales tax , freight and installation expenses . </response>


<response> " PERSON " is any individual , sole proprietorship , partnership , limited liability company , joint venture , company association , trust , unincorporated organization , association , corporation , institution , public benefit corporation , firm , joint stock company , estate , entity or government agency . </response>


" PRIME RATE " is Bank ' s most recently announced " prime rate ," even if it is not Bank ' s lowest rate .

<response> " PRIME RATE " is <organization>Bank</organization> ' s most recently announced " prime rate ," even if it is not <organization>Bank</organization> ' s lowest rate . </response>


" RESPONSIBLE OFFICER " is each of the Chief Executive Officer , the President , the Chief Financial Officer and the Controller of Borrower .

<response> " RESPONSIBLE OFFICER " is each of the Chief Executive Officer , the President , the <organization>Chief Financial Officer</organization> and the Controller of <person>Borrower</person> . </response>


<response> " SCHEDULE " is any attached schedule of exceptions . </response>


" STATED COST " is ( i ) with respect to new equipment , the original cost to Borrower of the item of new equipment net of any and all freight , installation , tax and other soft costs or ( ii ) with respect to used equipment , the net book value assigned to such item of used equipment by Bank , after consultation with Borrower , at the time of the making of the equipment Advance such item of used equipment .

<response> " STATED COST " is ( i ) with respect to new equipment , the original cost to <person>Borrower</person> of the item of new equipment net of any and all freight , installation , tax and other soft costs or ( ii ) with respect to used equipment , the net book value assigned to such item of used equipment by <organization>Bank</organization> , after consultation with <person>Borrower</person> , at the time of the making of the equipment Advance such item of used equipment . </response>


<response> 16 < PAGE > 17 " STIPULATED LOSS VALUE " is the percentage set forth with respect to each Equipment Advance in the Loan Supplement , determined as of the Payment Date on which payment of such amount is to be made , or if such date is not a Payment Date , on the Payment Date immediately succeeding such date multiplied by the Loan Amount . </response>


" SUBORDINATED DEBT " is debt incurred by Borrower subordinated to Borrowers debt to Bank ( and identified as subordinated by Borrower and Bank ).

<response> " SUBORDINATED DEBT " is debt incurred by <person>Borrower</person> subordinated to Borrowers debt to <organization>Bank</organization> ( and identified as subordinated by <person>Borrower</person> and <organization>Bank</organization> ). </response>


<response> " SUBSIDIARY " is for any Person , or any other business entity of which more than 50 % of the voting stock or other equity interests is owned or controlled , directly or indirectly , by the Person or one or more Affiliates of the Person . </response>


BORROWER :

<response> <person>BORROWER</person> : </response>


Akamai Technologies , Inc .

<response> <organization>Akamai Technologies</organization> , Inc . </response>


By : / s / Paul Sagan ----------------------------- Title : VP and COO ---------------------------


BANK :

<response> <organization>BANK</organization> : </response>


SILICON VALLEY BANK , doing business as SILICON VALLEY EAST

<response> <organization>SILICON VALLEY BANK</organization> , doing business as <location>SILICON VALLEY EAST</location> </response>


By : / s / Nancy E . Funkhouser ----------------------------- Title : Assistant Vice President ---------------------------

<response> By : / s / <person>Nancy E</person> . Funkhouser ----------------------------- Title : Assistant Vice President --------------------------- </response>


SILICON VALLEY BANK

<response> <organization>SILICON VALLEY BANK</organization> </response>


By : / s / [ illegible ] ----------------------------- Title : AVP --------------------------- executed in Santa Clara County , California

<response> By : / s / [ illegible ] ----------------------------- Title : AVP --------------------------- executed in <location>Santa Clara</location> County , <location>California</location> </response>


-DOCSTART-


Dated March 31 , 2007 Thinkplus Investments Limited ( as the Lender ) AND Airland International Limited Bizexpress Limited ( as the Borrower ) Loan Agreement Contents

<response> Dated March 31 , 2007 <organization>Thinkplus Investments Limited</organization> ( as the <person>Lender</person> ) AND <organization>Airland International Limited Bizexpress Limited</organization> ( as the <person>Borrower</person> ) Loan Agreement Contents </response>


Page Article Article 1 Definitions 3 Article 2 Loan 5 Article 3 Security for the Loan 6 Article 4 Representations and Warranties by the Company 6 Article 5 Representations and Warranties by the Borrower 7 Article 6 Confidentiality 8 Article 7 Taxes and Expenses 8 Article 8 Succession and Assignment 8 Article 9 Notices 8 Article 10 Applicable Law and Dispute Resolution 9 Article 11 Effectiveness

<response> Page Article Article 1 Definitions 3 Article 2 Loan 5 Article 3 Security for the Loan 6 Article 4 Representations and Warranties by the Company 6 Article 5 Representations and Warranties by the <person>Borrower</person> 7 Article 6 Confidentiality 8 Article 7 Taxes and Expenses 8 Article 8 Succession and Assignment 8 Article 9 Notices 8 Article 10 Applicable Law and Dispute Resolution 9 Article 11 Effectiveness </response>


9 THIS LOAN AGREEMENT (" this Agreement ") is entered into by and between the parties below in Beijing , China as of March 31 , 2007 : Thinkplus Investments Limited ., a corporation incorporated under the laws of the Cayman Islands , whose registered address is Codan Trust Company ( Cayman ) Limited , Century Yard , Cricket Square , Hutchins Drive , P . O .

<response> 9 THIS LOAN AGREEMENT (" this Agreement ") is entered into by and between the parties below in <location>Beijing</location> , <location>China</location> as of March 31 , 2007 : <organization>Thinkplus Investments Limited</organization> ., a corporation incorporated under the laws of the <location>Cayman Islands</location> , whose registered address is <location>Codan Trust Company</location> ( <location>Cayman</location> ) Limited , <location>Century Yard</location> , <location>Cricket Square</location> , <location>Hutchins Drive</location> , P . O . </response>


Box 2681GT , George Town , Grand Cayman , British West Indies , hereinafter referred to as the " Company "; Airland International Limited , a corporation incorporated under the laws of the British Virgin Islands , whose registered address is 2nd floor , Abbott Building Road Town , Tortola , British Virgin Islands , hereinafter referred to as the " Airland "; AND Bizexpress Limited , a corporation incorporated under the laws of the British Virgin Islands , whose registered address is 2nd floor , Abbott Building Road Town , Tortola , British Virgin Islands , hereinafter referred to as the " Bizexpress " Airland and Bizexpress are collectively referred to as the " Borrower ".

<response> Box 2681GT , <location>George Town</location> , <location>Grand Cayman</location> , <location>British West Indies</location> , hereinafter referred to as the " Company "; <organization>Airland International Limited</organization> , a corporation incorporated under the laws of the <location>British Virgin Islands</location> , whose registered address is <location>2nd floor</location> , <location>Abbott Building Road Town</location> , <location>Tortola</location> , <location>British Virgin Islands</location> , hereinafter referred to as the " Airland "; AND <location>Bizexpress Limited</location> , a corporation incorporated under the laws of the <location>British Virgin Islands</location> , whose registered address is <location>2nd floor</location> , <location>Abbott Building Road Town</location> , <location>Tortola</location> , <location>British Virgin Islands</location> , hereinafter referred to as the " <organization>Bizexpress</organization> " <organization>Airland</organization> and <organization>Bizexpress</organization> are collectively referred to as the " <person>Borrower</person> ". </response>


The Company and the Borrower are collectively referred to as the " Parties " and individually as a " Party ".

<response> The Company and the <person>Borrower</person> are collectively referred to as the " Parties " and individually as a " Party ". </response>


RECITAL :


A .


The Company and the Borrower have signed the Subscription Agreement ( as defined below ) on the date of this Agreement and Worksoft , Zhang Jilun and Shi Rongbin have signed the Equity Transfer Contract ( as defined below ) on the date of this Agreement ;

<response> The Company and the <person>Borrower</person> have signed the Subscription Agreement ( as defined below ) on the date of this Agreement and <organization>Worksoft</organization> , <person>Zhang Jilun</person> and <person>Shi Rongbin</person> have signed the Equity Transfer Contract ( as defined below ) on the date of this Agreement ; </response>


B .


Subject to the terms and conditions of this Agreement , the Company agrees to provide the Loan to the Borrower and the Borrower agrees to pledge part of its shares in the Company to the Company as a security for the Loan .

<response> Subject to the terms and conditions of this Agreement , the Company agrees to provide the Loan to the <person>Borrower</person> and the <person>Borrower</person> agrees to pledge part of its shares in the Company to the Company as a security for the Loan . </response>


<response> THEREFORE , in consideration of the mutual covenants and undertakings contained herein , and subject to the terms and conditions herein , the Parties hereto agree as follows Article 1 Definitions </response>


<response> 1 . 1 Special Definitions As used in this Agreement , the following terms shall have the meanings set forth or referenced below : </response>


( a ) " Account " means the USD account opened by the Borrower outside of China for the Loan .

<response> ( a ) " Account " means the USD account opened by the <person>Borrower</person> outside of <location>China</location> for the Loan . </response>


( b ) " Business Day " means any day other than a Saturday , a Sunday or a day on which banks in the PRC or Hong Kong Special Administrative Region (" Hong Kong ") are authorized or obliged by applicable law to be closed .

<response> ( b ) " Business Day " means any day other than a Saturday , a Sunday or a day on which banks in the PRC or <location>Hong Kong Special Administrative Region</location> (" <location>Hong Kong</location> ") are authorized or obliged by applicable law to be closed . </response>


( c )


" Funding Date " means the 7th working day after Worksoft is registered as a

<response> " Funding Date " means the 7th working day after <organization>Worksoft</organization> is registered as a </response>


shareholder of Shanghai Solutions and holds the 75 % equity interest of Shanghai Solutions and one representative appointed by Worksoft is registered as the director of Shanghai Solutions .

<response> shareholder of <organization>Shanghai Solutions</organization> and holds the 75 % equity interest of <organization>Shanghai Solutions</organization> and one representative appointed by <organization>Worksoft</organization> is registered as the director of <organization>Shanghai Solutions</organization> . </response>


<response> ( d ) " Confidential Information " means all confidential , non - public or proprietary information regardless of how the information is stored or delivered , exchanged between the Parties before , on or after the date of this Agreement relating to the business , technology or other affairs of the Party who provides the information , but excluding the information which : </response>


<response> ( i ) is in or becomes part of the public domain other than through a breach of this Agreement or an obligation of confidence owed to the party to whom the information belongs ; </response>


<response> ( ii ) the recipient of the information can prove was already known to it at the time of disclosure by the party to whom the information belongs ( unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality ); or </response>


<response> ( iii ) the recipient acquires from a source other than the party to whom the information belongs , where such source is entitled to disclose it . </response>


( e ) " Equity Transfer Contract " means the Equity Transfer Contract signed by Worksoft Creative Software Technology Ltd . (" Worksoft ", a wholly owned subsidiary of the Company in China ), Zhang Jilun and Shi Rongbin with respect to Zhang Jilun and Shi Rongbin transferring part of their equity interests in Shanghai Solutions Software Co ., Ltd . (" Shanghai Solutions ") to Worksoft on the date of this Agreement .

<response> ( e ) " Equity Transfer Contract " means the Equity Transfer Contract signed by <organization>Worksoft Creative Software Technology Ltd</organization> . (" <organization>Worksoft</organization> ", a wholly owned subsidiary of the Company in <location>China</location> ), <person>Zhang Jilun</person> and <person>Shi Rongbin</person> with respect to <person>Zhang Jilun</person> and <person>Shi Rongbin</person> transferring part of their equity interests in <organization>Shanghai Solutions Software Co</organization> ., Ltd . (" <organization>Shanghai Solutions</organization> ") to <organization>Worksoft</organization> on the date of this Agreement . </response>


( f ) " PRC " means the People ' s Republic of China excluding , for the purpose of this Agreement , Hong Kong Special Administrative Region , Macao Special Administrative Region and Taiwan .

<response> ( f ) " PRC " means the People ' s <location>Republic of China</location> excluding , for the purpose of this Agreement , <location>Hong Kong Special Administrative Region</location> , <location>Macao Special Administrative Region</location> and <location>Taiwan</location> . </response>


<response> ( g ) " First Repayment Date " means March 31 , 2008 . </response>


<response> ( h ) " Second Repayment Date " means June 30 , 2008 . </response>


<response> ( i ) " RMB " means Renminbi , the lawful currency of the PRC . </response>


<response> ( j ) " Shares " means the ordinary shares of the Company . </response>


( k ) " Subscription Agreement " means the Subscription Agreement regarding the issue by the Company of the Shares and the Stock Options to the Borrower signed by the Company and the Borrower on the date of this Agreement .

<response> ( k ) " Subscription Agreement " means the Subscription Agreement regarding the issue by the Company of the Shares and the Stock Options to the <person>Borrower</person> signed by the Company and the <person>Borrower</person> on the date of this Agreement . </response>