英文版

The college life is wonderful. All life in school are fresh. New teachers, new CLASSmates and fresh friends are around me。 The grand library, school buildings and wide playground are very attracting to me. I am very eager to learn much knowledge quickly. In high school, I was ever called as a runner before time. Now,I know I am behind time so much in fact. I hope to catch up with the time by my hard studying. When I entered the CLASSroom at first time, I was headache as I couldn’t understand what the professor was speaking. I met much difficulties at math, physics and other courses, even though I used to be good at these sciences. Therefore, I learn these courses myself after CLASS. After three months, the exmination indicated that I overcame all the difficlties. I study English hard as well. It makes me have many chances to communicate with foreigners. I made friends with many foreign teachers and students. From them, I learn many knowledge about foreign culture.

Besides study, my college life is also very colorful. I’d like to take any chance to improve my communication skill. Last year, I organized a speech match in management department. All the CLASSmates were very interested in this kind of activity. I learned from them much about their hometown, their knowledge and opinions.

My college life is long and short. I believe that I can spend a good time in the four years. I hope I will have no any regretion when I look back the short youth of college in the future.

Hello,everyone!Please allow me to express a warm welcome on behalf of Shenyang citizens.Im with great pleasure to be your tourist guide and from now on I will show you around Shenyang Imperial Palace,shere the founder of Qing Dynasty Nuerhachi and his son Huangtaiji lived.Shenyang Imperial Palace ,Fuling tomb and Zhaoling Tomb made in the early period of Qing Dynasty are the three famous historical sites in Shenyang .

Shenyang Imperial Palace with a history of over 360 years started in 1625 and was roughly accomplished in 1636 during the reign of Nuerhachi and HuangTaiji. After them four emperors of Qing Dynasty had come back from Beijing to this palace for 10 times and enlarged its area and added its buildings.They were Emperor Kangxi,Qianlong,Jiaqing and Daoguang.Therefore,until 1783 the palace was finally finished.

Shenyang Imperial Palace is one of the two royal palaces well kept in China.The other one is Forbidden City in Beijing.Shenyang Imperial Palace was entitled "Historic Culture Relics Preserved Buildings" in 1961 by the State Council.This palace is an emperor museum combining the architectual styles of the minorities of Man,Han and Mongolia.

This palace covers an area of 60,000 square meters,comprising over 20 courtyards,300 houses and 70 buildings.The whole construction is divided into three sections: the east, middle and west.

First lets pay a visit to the buildings in the buildings in the middle section.The layout of middle section is similar to a Chinese compound with three courtyards.The first courtyard is the office area.It starts from the Grand Qing Gate on the south and ends at Holy Administration Hall.From Phoenix Tower to Purity and Tranquility Hall is the residential area.They all lay out on the same line.

The main entrance to the palace is the Grand Qing Gate,also called Meridian Gate because the emperor considered himself as the son of Heaven and the palace should be the center of universe .The Grand Qing Gate was bulilt in 1632 and is was the place where the civilian offcials and military ministers to present themselves before the emperor daily .The special feature of the gate is the tile color.They are all yellow tiles but engraved with green borders.Yellow synbolizes the ground and the royal right while green represents sea and mountains.The combination of them means controlling the vast areas on the earth.

The building to the east of Grand Qing Gate is called Ancestor Temple(Taimiao)with yellow tile roof,where Nuerhachis descendants offeredsacrifices to their ancestors for blessings.So Ancestor Temple is the most important.

Please follow me into the gate.This path in the middle links the gate to Holy Administration Hall with Flying Dragon Pavilion (Feilongge) and Flying Phoenix Pavilion(Xiangfengge) on each side.The Hall of Holy Administration is the main building in the middle part of the palace and it was the center of the military,administrative affairs in eatly Qing Dynasty and had witnessed many national ceremories.Flying Dragon and Flying Phoenix Pavilions were for storing music instruments.

Holy Administration Hall was Emperor Huangtaijis office.In front of the hall are Rigui and Jiangliang,which were used as measure instruments and supposed to be the symbol of unity.

In accient construction,office area is usually in the front part and residential area is in the rear.Since we have visted the place where the Emperors worked and now well pay a visite tothe place where empress and concubines lived.Here is the Phoenis Tower.It served as an entrances to the rear chambers and also the entertainment area of Huangtaiji and his concubines,and some gatherings or banquets were held occasionally.The tower was built on a terrace 3.8 meters tall.It was the tallest building in Shenyang at that time .It is amazing watching sunrise in the morning on the tower and Phoenix Sunrise is one of the famous Eight fascinating Scenes in Shenyang.

Look upward ,we will see a board hanging up on Phoenix Tower ,on which Emperor Qianlong inscribed "Ziqidonglai",which meant the Qing Dynasty in Beijing immigrated fron Shengjing,the old name for Shenyang to the east .There are 24staircases leading to Phoenix Tower representing 24 seasonal divisions points in chinese lunar calendar.In Shenyang Imperial palace chambers are higher than halls, which is contrary to the architectural style in Forbidden city in Beijing.

Walking through the tower are the rear chambers.The one on the north in the middle was called Purity and Tranquility Hall,which was prepared for emperor and empress.The other four lying on both sides were fo concubines .Purity and Tranquility Hall has five rooms and the First from the east was where Huangraiji passed away here at the age of 52 without any disease.His throne passed to his ninth son,Fulin.In early Qing Dynasty,the construction style was summed up like this: bag-like house,zigzag bed and chimney sitting on the ground.The main buildings here were different from other buildings with a door was opende in the wall of the east room and the other rooms were connected together like a bag.The zigzag beds,made of mud and brick and with fire and smoke tunnels were called"kang"in Chinese.In order to get heat and keep room warm in winter,tunnels was made under the ground of Purity and Tranquility Hall to put fire and smoke through .Now notice the pole standing on the ground for smoke through.Now notice the pole standing right in the middle of the courtyard.This red pole is called Suolun pole,or Holy Pole.Its round tin container near the top was filled with food for feeding crows.It was said that Nuerhachi was savedby crows.Crows are considered sacred in Manchurian culture though in Chinese culture crows are regarded as birds bringing bad luck.

Emperor Huangtaiji had four concubines.Among the four concubines Chen was loved best by Huangtaiji and Concubine Zhuang was the wisest and the mother of the next emperor,Fulin.Therefore ,she had a special status among the concubines.

The only chimney was built on the rear of Purity and Tranquility hall from the ground with 11 layers ,representing the 11 emperors from Emperor Huangtaiji to the last emperor Puyi.This chimney was the highest one at that time.In Chinese ,the sound of chimeny"tong" is the same as that of unity.

To the north further is rear courtyard called Yuhua Garden.

After visiting the middle section of the palace ,we come to the eastern section.Its representative building is the Great Administration Hall,flanked by Ten Princes Pavilions.This part was built in 1625,and they were the earliest building in Shenyang Imperial Palace.Great Administration Hall is the place ceremonies and handled state affairs.

Great Administration Hall was built with eight sides representing the style of military tent and also Eight Banner military system.Now please look at the ten pavilions,five on each side,which were the offices of the commanders at that time.Here I will give you an introduction to the military system of early Manchurian Period .Nuerhachi divided his troops in four parts and each part was identified by the color of its banner .There sere then four kinds of banner:red,blue,white and yellow banner.As the troops expanded quickly ,another four parts were added and therefore another four kinds of banner were needed .By then there were altogether eight kinds of banner.This army was therefore well known for Eight Banner Army .

The last part of Shenyang Imperial Palace is the western section,built from 1782 to 1783 and during Emperor Qianlongs reign.Its main construction is Book Source Pavilion (Wensuge) with Theater Platform and Good Descendant-benefiting Hall(Jiayintang) in front,Prosperity Administration Stydy (Yangxizhai) and Nine Halls behind.Book Souurce Pavilion(wensuge) was specially designed for storing the encyclopedia compiled at that time,Si Ku Quan Shu.This encyclopedia collected most of the books in Chinese history .Its complication started in 1773.This set of history books is composed of seven sections,more than 36,000 volumes.It took educated persons over 10 years to finish is.When finished,the sholeeyclopedia was duplicated in seven pavilions across China.The other six copies were either damaged during wars or lost.This set is the only one well kept.But the real copy is no longer here and now is restored in the Palace Museum in Beijing and Gansu province library.We can see that Book Source Pavilion covered with black tiles.In Chinese philosophy,black refers water.The pavilion was built for storing books and its biggest threat was fire.So black tiles hinting water covering it on the top as a way of protection .Good Proserty Admiration Study was for Emperor reading while Descendant-benefiting Hall and the Theater Platform consisting of a couryard for Emperor ,his empress and concubines watching plays.

Shenyang Imperial Palace is one of the cultural relics in China and it is the symbol of this city .It is a good combination of diferent nationalities as well as a tourist attraction.And now we have to end our visiting ,I hope you all enjoy it and thank you for your cooperation,goodbye.

Welcome to! I am your tour guide, my name is x, you can call me little x. For a fun filled visit to in order to facilitate everyone, let me first introduce you.

Changsha city in hunan province in the east, north basin west margin of downstream of the xiangjiang river and clear. The geographical scope for 53 - 114 ° east longitude 111 ° 15, north latitude 27 ° 51 - 28 ° 41. East of jiangxi yichun regions and pingxiang, zhuzhou, xiangtan, the two cities in the south, loudi, yiyang two cities in the west, and north to yueyang, yiyang, the two cities. What about 230 km long, about 88 km wide north-south. The citys land area of 11819.5 square kilometers, of which the city covers an area of 556 square kilometers. Changsha is a city with a history of more than 20xx years long history culture, as early as the spring and autumn period, is one of the strategic in south chu.

Of the han dynasty liu bang after the founding, in 206 BC to river, changsha, and the establishment of the han dynasty territories - changsha, since then, changsha began to build walls, and gradually become a mohican. Changsha a humid subtropical monsoon climate. Climate characteristics: mild climate, abundant precipitation, rain heat over the same period, the four seasons. The city of changsha annual average temperature 17.2 ℃, counties 16.8 ℃ to 17.3 ℃, annual accumulated temperature of 5457 ℃, the urban average annual rainfall of 1361.6 mm. Landscape: capital, as orange chau, pavilion, martyrs park, and the moon island.

Today, I was over, the interpretation of the following is the time you visit freely, we assembled in about 30 minutes at the door, hope that this visit will give you a deep impression, I wish everybody can have a good time, thank you

Nanxi River, a national key scenic spot, is located in Yongjia County,Wenzhou City, 23 kilometers away from Wenzhou City, adjacent to beiyandangmountain scenic spot. It is a new large-scale comprehensive scenic spot in EastChina, which takes the stream landscape as the main body and integrates thelandscape, pastoral scenery and agricultural civilization relics. Stackedclouds, haze, trees and pavilions, winding water in the sunset. Three hundred LiNanxi River is clear, curved, beautiful and beautiful. The beauty of Nanxi Riverlies in its primitive simplicity and wild nature; the beauty of Nanxi River liesin its purity, softness and no pollution. After verification, the sedimentcontent is only one tenth of a gram per cubic meter, the water quality isneutral, and the pH value is 7, which meets the national first-class waterstandard and is praised as "the first water in the world" by experts.

The stream is clear, glorious and luxuriant, beautiful and colorful, withthe reflection of the river, the bottom of the water clear, fish gravel,vividly. For example, in the daytime, you can take a boat ride on the river,overlook the continuous green mountains, get a close look at the gloomy beachesand forests, enjoy the blue river, enjoy the scenery of the streams andmountains, which is refreshing and unforgettable; in the night, you can see thefishing fire, hear the fishing boat singing in the evening, and listen to theriver breeze, which is enough to express your feelings; Such as resting beachforest, horizontal Ke cover, lawn, day like dusk, hazy quiet, heart to hearttalk, poetic, this music is very much. The upper reaches are secluded with denseforests and waterfalls; the middle reaches have clear water and mottled pebbles,and the beaches and forests on both sides are as beautiful as a daisy; the lowerreaches have meandering rivers and shuttle like boats, with a total area of 625square kilometers. It is divided into seven scenic spots, with a total of morethan 800 scenic spots. The bamboo rafts on Nanxi River are exciting andrefreshing.

Nanxi River is rich in cultural landscape, which is the ancient pagoda ofsong, Ming and Qing Dynasties. Ancient bridges and archways, Furong Village andCangcheng village, built with the layout of "seven stars and eight dippers" and"four treasures of the study" and the concept of five elements, yin and YangFeng Shui, let you appreciate the original style and features. Nanxi River has apleasant climate, warm in winter and cool in summer. It is rich in Mihoutao,Jingzhou Bansu, Bilian Xiangyou, Yantou watermelon, Wanli grape, ChengtianMyrica rubra, Shagang Fengan, wuniuzaocha and other famous local products, aswell as boxwood carving, bamboo bonsai, bamboo curtain and other special crafts.Since 1988, Nanxijiang scenic spot has received more than 3 million touristsfrom home and abroad. Its simple dwellings, strange landscapes, silver curtainsand rock peaks are deeply loved by tourists.

We have just finished our military training.I have to admit that I have so much feelings to express! This has been the first time for me to get in touch with my new school.No doubt it has left a good impression in my mind.I feel very happy to study here.During the training period,I had experienced a great hardship due to the hot weather and severe trainers.With time passed by,I gradually adapted to everything and felt myself much more strong to the hardship we faced.Furthermore, there was a lot of fun during the training. I has enjoyed a good relationship with my new classmates.Now that the training is over, I still have learned a lot . I cant wait any more to start my new life in high school.

我们刚刚进行完军训。我有太多地感受要表达。这是我第一次与我的新学校接触，无疑在我的心中留下了好印象，我感到很高兴在这里学习。在军训期间，我必须面对炎热的天气和严厉的教官。随着时间的增加，我们所面临的更加艰苦，但是军训中也有许多乐趣。我与我的新同学建立了很好的关系。现在军训结束了，我从中学会了很多。我马上就要开始了我的心学习生活。

军训是同学们企盼已久的事，这一天终于到来了。你们在烈日下每天训练6个小时，脸晒黑了，汗流浃背，但你们感到非常快乐。训练时，排长对你们要求很严。过后对你们非常友好。经过训练你们学到了许多东西。

在军训的日子里(During the Days of Military Training)

The day we were looking forward to came at last--a weeks military training began.

During the training, each of us did his (her) part in earnest. We drilled more than six hours a day, though it was very hot at the time.

In the blazing① sun, we always tried to measure up to the high standards which were demanded . Sweat streamed down and we wouldnt wipe it off. Olny three days later our faces were tanned.② We felt happy and proud of it .

Our platoon③ officer was a young PLA man, about twenty years old. He was very strict with us during the training and very kind to us afterwards. By talking with him, we came to know not only more information about army life, but also about military affairs.

The military training gave us good discipline. It brought us great happiness, too. Well never forget it.

Ms. Resume

Name: Ms. C Gender: Female

Wedlock: Single Nation: Han

Residence: Hunan-Yueyang Age: 26

Location: Guangdong-Dongguan Height: 160cm

Target Locations: Guangdong-Dongguan

Target Positions: Textile and clothing/Shoes/Leather-Other

Target Jobs: sales representative、 merchandiser、 purchase

Desired Salary: 5000 RMB/month Negotiable Apartment needed

When Can Start: immediately

Education

20xx-09 ～ 20xx-01 Hunan huanpu foreign language economic of english Junior College

Work Experience0 years 0 months work experience,and served on 0 Companies.

(20xx-11 ～ 20xx-05)

Company Type: Foreign Enterprise Company Category: Textile industry

Job Title: general managerl assistant and merchandiser Positions: Other

Job Description: The company mainly customers come from Italy, usually my main work is to help the Italian general manager of everyday things processing, translate meeting records, supplier visit and the communication between colleagues with general manager .Each week have two Italian customer come over, need to receive customer and discuss about samples, At the some time needed to handle some other customer order and follow up the samples.

(There is short time left because the work place out of the way result in happened accident related the life safety)

Special Skills

Professional Title:

Computer Level: intermediate

Computer Skills: Familiar with computer

Strengths: familiar with foreign capital enterprise management and operation process, export business to have certain knowledge. With international trade and foreign trade business of documentary work experience. To the clothing have some knowledge and understanding.

Language Skills

Chinese: Good Cantonese: General

English Level: Majored in English Spoken Good

English: Good

Career Objective

Career Direction: sales representative,merchandiser,purchase

Requirements: To be honestly,i haven,t get the cet-4,i just participated in the exam of the cet-4 on 19th june,but i sure that i can get the certificate,for i studied english by myself for 4months,eventhough my friends thought that was ridiculous,but i known what was i want to do.

Self Info.

Self Assessment: Easy-going, work hard, the hobby is widespread, strong ability to adapt.

Hobbies: urfing on internet，reading comic

I, [Brides name], take you [Grooms name], to be my husband, my partner in life and my one true love.

I will cherish our friendship and love you today,

tomorrow, and forever

I will trust you and honor you

I will laugh with you and cry with you.

I will love you faithfully

Through the best and the worst,

Through the difficult and the easy.

What may come I will always be there.

As I have given you my hand to hold

So I give you my life to keep

So help me God

我(新娘的名字)，请你(新郎的名字)做我的丈夫，我生命中的伴侣和我唯一的爱人。

我将珍惜我们的友谊，爱你，不论是现在，将来，还是永远。

我会信任你，尊敬你，

我将和你一起欢笑，一起哭泣。

我会忠诚的爱着你，

无论未来是好的还是坏的，是艰难的还是安乐的，我都会陪你一起度过。

无论准备迎接什么样的生活，我都会一直守护在这里。

就像我伸出手让你紧握住一样，

我会将我的生命交付于你。

所以请帮助我我的主。

英文版北京旅游导游词

北京是我们首都，有很多外国友人会来到北京游玩.以下是小编精心准备的英文北京导游词，欢迎大家参考以下内容哦!

北京旅游导游词英文版

Beijing is the birthplace of Chinese Civilization and one of the six ancient capital cities in China. During the last 3000 years it served as a capital for several dynasties. It is the second largest city in China with a population of more than 11 million. Beijing is neither cold in winter nor very hot in summer. The best seasons in Beijing are Spring and Autumn. Beijing is indeed an ideal place to visit all round the year.

Temple of Heaven in the southern part of Beijing is China`s largest existing complex of ancient sacrificial buildings. Occupying an area of 273 hectares, it is three times the area of the Forbidden City. It was built in 1420 for emperors to worship Heaven. The principle buildings include the Altar of Prayer for Good Harvests, Imperial Vault of Heaven and Circular Mound Altar.

Forbidden City, so called because it was off limits to commoners for 500 years, is the largest and best-preserved cluster of ancient buildings in China. It was home to two dynasties of emperors -the Ming and the Qing - who didnt stray from this pleasure dome unless they absolutely had to.

Great Wall of China, Also know n to the Chinese as the 10,000 Li Wall, the Great Wall of China stretches from Shanhaiguan Pass on the east coast to Jiayuguan Pass in the Gobi Desert. Standard histories emphasize the unity of the wall.

Dear visitors:

Everybody is good! On behalf of overseas travel service to welcome everyone to my dream home, car folk tourist sightseeing. After a long journey, everyone hard all the way. My name is * *, Im your guide, you can call me little *. This is the driver zhao masters, he drove for many years, has a wealth of experience, in his car, you may rest assured. If you have any requirements please do not hesitate to put forward, we will do all we can solve for you. Hope our service can let everybody through a happy happy journey. Car creek adjacent to the three gorges, is located in yichang in jiangnan TuCheng Township, named because of its many mills. Wading, along the way there are eight major scenic spots: Shi Xiangu, bachu home garden, farm museum, wintersweet gorge, pagoda valley, cloud dragon wat, wind tunnel and lotus valley. Been to car stream of people, regard her as his dream home. Here water spirit mountains, folkway of primitive simplicity, natural landscape and human resources together.

Car creek, beautiful natural landscape strange, for 3 km long micro valley, still holds the quaternary glacial period remains down, of the world rare denizens of wintersweet community of more than 3000 acres, is known as the "three gorges plant wonders". Dragon cloud wat is car creek natural landscape, especially the lotus cave in the natural formation of the lotus petals, "the three gorges special skill". Car creek accumulate rich historical culture, is the adaptation of the ba culture and chu culture area, in order to display past tujia customs, restored the bachu home garden scenic area, launched the first peasant museum, the three gorges region carrying paper mill, the mill, distillery had, tao fang, water trucks and agricultural production and living appliances. You can see the "bamboo into paper, clay into pottery, corn into wine," the whole process of, still can try, the beauty of own experience working. Endless agrestic breath like clear spring and moisten your heart to your heart, let you across time and space, back to the old age. Stream into the car, went into a quiet fairyland arcadia.

Stream into the car, he walked into the period of the past.

Faint stream into the car, he walked into the dream home. In the interest of time, we mainly visit the cottage museum today, look at the customs of a vehicle stream; To cloud dragon in wat, appreciate the natural beauty car creek. First of all, we come to is the museum of peasant, in the form of "home", to "agriculture" as the theme, reflecting the tujia culture, is the first in the province to reflect rural daily life daily life, the plot of the grain farming as a museum, as well as the provinces first museum organized by civil society groups, and therefore has a very high value of art appreciation and historical research.

Car culture is the aggregation of bachu culture, she is extensive and profound, has a long history. The year of the millennium, build "cottage museum", in this to condense the bachu amorous feelings of the mountains, pure water, heavy mining, sorting, protection and development of car culture.

Keep a period of time, frames a piece of history, is our mission and responsibility. Car creek ancestors thousands of years of breeding, leaving children successors rich cultural heritage. "Cottage museum" in unique novel proposition, complete, original car creek ancients production life history and a splendid culture collect cars on show in front of your eyes, and reproduce the historical pictures, give you the most appropriate, the most real feeling.

"Cottage museum" built in accordance with the early style car creek people dwelling, display car creek ancients LaoGeng grain and living supplies. Local GuQing, forever is the theme of human sentiment. To go back to my dream home, agrestic breath smell strong mountains, is a trend also look forward to!

Thought the vernacular of love now we came to the grandeur of the wat is dragon cloud.

Dragon cloud wat is the belly car creek, natural scenery, is a veritable treasure trove of traditional Chinese medicines. In more than 1000 square meters, within the scope of the distribution of more than 100 kinds of plants, including all kinds of Chinese herbal medicine for more than a third.

Present landscape called small waterfall cave, "a small waterfall cave" due to the hole above a row of water such as bead curtain hanging the name. Hole has a huge dragon taking off, all-powerful. In a small waterfall cave is also a hidden dragon, an earthworm, individual wave put tail, patches of green light scales, like the echo hole day dragon. Bypass the earthworm, visible and seven stocks drop in a row like pearls scattered on stone curtain, ding dong, said "the lyre." Nearby slopes around the humanoid stone pile, this is Luo Hanlin. The oceans here, after the number, says there are 500, also someone says there are 800, height or size, stand sit line down, expression, living a Luo Hantu.

Now you see is the long-awaited lotus cave. Lotus hole hole had spring is very strange, it that perennial water. Through the geological department test, it contains a variety of elements beneficial to human body, is a kind of natural high quality mineral water high strontium low sodium, called "eight qualities of water". The shape of the hole has many deep yellow like lotus petals, there are many shows the distribution of the trapezoidal small pool, this is the rare geological wonders - lotus pond in the country. It is actually a kind of chemical sediment, the formation of lotus petals began 1 million years ago. Deep in the lotus pond, like da-zhai terraced layers, orderly. Filled with green water "the field", shades, shallow ruler xu, deep zhangs, each layer of "terrace", Tian Kan from natural stalactite bricks, dark yellow, Tian Kan modelling is like lotus petals, small petals about seven or eight meters, large petals 20 or 30 m, no matter look from down to up or looked down from the top, like thousands of lotus. Amazing.

Good time always let a person feel short, our car creek journey was over. Thank you very much for my work support and cooperation. What do I have the place with bad also please comment more. The last hope that this visit will give you leave a good unforgettable memories, I once again, thank you. Wish everyone healthy body, all the best. See you later.

长沙旅游英文版导游词3篇

“长沙”之名最早见于3000多年以前的西周。此后历朝历代，长沙均为湖湘首邑和南方重镇，新中国成立后，长沙作为湖南省省会，成为国务院首批颁布的24座历史文化名城之一。下面是第一范文网为大家带来的长沙旅游英文导游词，希望大家喜欢。

篇1：长沙旅游英文导游词

Welcome to changsha! I am your tour guide, my name is x, you can call me little x. In order to facilitate everyone to visit, let me first introduce the origin of the name, changsha people.

"Changsha" in the name of the first in the western zhou dynasty, 3000 years ago. Later dynasties, changsha of hunan city and southern town, after the founding of new China, as the capital of hunan province, changsha become one of the state council promulgated the first 24 historical and cultural city.

Changsha is a how of, opinions vary, different history records, basically has the following a few said:

One, named star in changsha

Shi-ji day GuanShu "cloud:" days have lodge, to have the state domain." Twenty BaSu Chiu lodge a star called "changsha", the ancients according to astrology esets theory, the land of changsha to changsha star, think changsha place-names from star name, so the changsha "star sand," said.

Second, named Yu Wanli sand shrine

Wan Lisha shrine said today (Monday) in jin at the earliest Kan horse because of the "thirteen states:" han "has Wan Lisha shrine, and since hunan state, to a surname wanli, yue changsha." Since then, the tang dynasty Li Jifu "yuanhe county," citing "DongFangShuoJi" cloud: "the south county have Wan Lisha shrine, from hunan state to a surname wan li, yue, changsha." Tang tu yu tong Canon "tam states" qin ", changsha county, since the note also cloud: "have Wan Lisha temple, yue changsha." So after the generation of local Chronicles, more say as the source of changsha is named, and best.i exposition, think of god, the god of changsha in the ancient cult sand activities.

Three, gets its name from the "land of sand"

Changsha for geological structure by quartz sandstone and glutenite, siltstone and shale as the foundation, after years of external force, formation collapse rock and the weathering and water erosion, make a lot of sand and stone are accumulated in the surface, especially in downtown changsha xiangjiang river valley, with large areas of beach, sand, etc., when low water season, exposing the chau, beach, and to show people a piece of sand, especially grew up the sand, "white sands, such as frost and snow," the scene is very conspicuous, so many of ancient books called changsha township sand or sand land. Like changsha satrap of da tang Zhang Wei the "changsha folk dancing inscriptions" lead "dun armour" cloud: "sand land, YunYang market." Road history again yue: "sand, for changsha; YunYang, ling for tea." "Yuanhe county" cloud: "" yugong" domain of jingzhou, the spring and autumn for released, qian chu south of the border. The qin dynasty and the world, points in guizhou sands of township, changsha county, south of to tong xiang chuan."

Four, gets its name from the long bar

Surface states of changsha xiangjiang river, about 5000 meters long, 100 meters wide, is a relatively distinctive geographical landscape.

Five, takes its name from "the" language "cult goddess"

Before "nanping pretty more" chu, changsha residents "pretty the clan. In the language of the "long" is the meaning of "altar", "sand" is the meaning of "goddess", not "god" of sand. "Changsha" in quite the meaning is "local" sacrifice to the goddess. , zhuang and dong ethnic communities have the custom of worship of the goddess, in their idioms "adulthood village, changsha" first.

conclusion

After the age of literati scholars discussion, the first and second kind of claims being negative. While the third and fourth on the basis of basic same, is a prominent feature characteristics of changsha, relatively believable. Changsha placenames, should be the natural environmental characteristics of the ancient ancestors according to changsha and gradual confirmation, finally established, posterity; Should be "began in the conceptions of the world", to the western zhou dynasty was confirmed. As for the fifth said, is not determined, but also as a ra.

篇2：长沙旅游英文导游词

Welcome to! I am your tour guide, my name is x, you can call me little x. For a fun filled visit to in order to facilitate everyone, let me first introduce you.

Changsha city in hunan province in the east, north basin west margin of downstream of the xiangjiang river and clear. The geographical scope for 53 - 114 ° east longitude 111 ° 15, north latitude 27 ° 51 - 28 ° 41. East of jiangxi yichun regions and pingxiang, zhuzhou, xiangtan, the two cities in the south, loudi, yiyang two cities in the west, and north to yueyang, yiyang, the two cities. What about 230 km long, about 88 km wide north-south. The citys land area of 11819.5 square kilometers, of which the city covers an area of 556 square kilometers. Changsha is a city with a history of more than 20xx years long history culture, as early as the spring and autumn period, is one of the strategic in south chu.

Of the han dynasty liu bang after the founding, in 206 BC to river, changsha, and the establishment of the han dynasty territories - changsha, since then, changsha began to build walls, and gradually become a mohican. Changsha a humid subtropical monsoon climate. Climate characteristics: mild climate, abundant precipitation, rain heat over the same period, the four seasons. The city of changsha annual average temperature 17.2 ℃, counties 16.8 ℃ to 17.3 ℃, annual accumulated temperature of 5457 ℃, the urban average annual rainfall of 1361.6 mm. Landscape: capital, as orange chau, pavilion, martyrs park, and the moon island.

Today, I was over, the interpretation of the following is the time you visit freely, we assembled in about 30 minutes at the door, hope that this visit will give you a deep impression, I wish everybody can have a good time, thank you

篇3：长沙旅游英文导游词

Welcome to! I am your tour guide, my name is x, you can call me little x. For a fun filled visit to in order to facilitate everyone, let me first introduce you.

Changsha, the ancient called "tam states", is a famous chu city, surrounded by city and happiness. Changsha as the first batch of historical and cultural cities in China, has three thousand years of splendid ancient civilization, is the ancestor of the chu culture and hunan culture, the archaeological wonders of the world "mawangdui han tomb unearthed here. Hunan changsha now the capital of hunan province, is the political, economic, cultural, transportation and science and education center, is also the ring the leading cities of changsha-zhuzhou-xiangtan urban agglomeration.

Scenic spot

Changsha national 5 a-class tourist area: capital - j tourist area. National 4 a level tourist area: changsha window of the world, spirifer lake eco-tourism park in hunan province, tai wai, mountain national forest park, hunan museum, lei feng memorial hall, and, as cabinet. National key scenic spots: capital city scenic area. National forest park, the sky ridge national forest park, and tai wai mountain national forest park. National water conservancy scenic spot: changsha xiangjiang river in changsha city water conservancy scenic spot (xiangjiang river sight), qian longhu ecological resort.

The best travel time

Changsha is one of the four big stove in Chinese cities, one to the sweltering heat. Changsha high temperature and humid summer, is not suitable for travel time. The best time of the rest of the time are changsha tourism.

Regional distribution

Changsha in hunan province east, downstream of the xiangjiang river basin west margin of long clear. In changsha, zhuzhou and xiangtan city in the south, west arrived in loudi, north of yueyang, yiyang, east yi chun city, pingxiang in jiangxi province. Changsha city governs: changsha city (furong district, by tianxin, yuelu district, kaifu district, yuhua district, city) and liuyang, xingsha, ningxiang county, a total of six district a liang county.

History and culture

Due to the eight years war of resistance, Wen Xi fire and broken capitalism, changsha urban area ancient relics of ancient almost wiped out. In 1978 the mainland since the reform and opening up was carried out by the rapid development of urban construction, but there is no full consideration of the historical block protection, does not yet exist full of historical and cultural blocks, the remaining four complete granite street. Begin to pay close attention to in recent years, the ancient city of rescue, set up five protective rescue "historical and cultural blocks, the blocks are: taiping street, tide of street, small order, Simon, historical and cultural blocks as pavilion.

Does not have been to Dali, know Dali mostly comes from two sources, one is Mr Jin yongs novels, the novel middle HuangYe "refers to the magic" highlighted south ancient qingyuan mystery of zhao, and attract plumcakes with random; 2 it is 60 s "five golden flowers" as a song sings through the great river north and south "butterfly spring edge to meet", Dali beautiful scenery is also well known.

In fact, Dali some far more than these. Dali has a long history, known as the "literature of state" reputation. As far away as new paleolithic period, there are ancient human living. West the emperor set counties in yunnan, Dali in the han dynasty. Tang and song dynasties, Dali has belonged to the south zhao kingdom and Dali kingdom of tang and song dynasty two local authority. Before the yuan dynasty, Dali is always the center of politics, economy and culture in yunnan. Yunnan in the yuan dynasty, established, the center of politics, economy and culture in yunnan by Dali moved to kunming. However, Dali is still the center of politics, economy and culture, western yunnan successively with road, office, administrative commissioners office a political institution of regional level. In 1956, the regional national autonomy, the establishment of Dali bai minority autonomous prefecture. At the same time, also is the transportation hub of western yunnan Dali. After the reform and opening, Dali has gradually developed into western yunnan business tourist center city.

Long history and bright culture, left a rich historical relics. Jade Er between silver cang, natural scenery beautiful spectacular, features such as screen, erhai lake as a mirror, butterfly spring deep, both the "moon" four wonders (where the wind, the flowers, zhon mountain, erhai lake month) snow.

Dali bai, the most important is simple and full-bodied amorous feelings of bai preserved here. To Dali bai life custom, you can learn to taste the unique bai flavor food, to choose and buy gratified flexibly bai folk arts and crafts, you can also take part in a traditional Dali bai march street festival celebrations.

The ancient city of Dali has attracted foreign self-help tourists, formed a nation road in the citys famous "foreigner street". Reveling in bai simple and unsophisticated folkway and long history culture, they might even in Dali long-term residence.

Ladies and gentlemen!

Hello everyone! My name is Yiming. Im your guide. Today, I will take youto visit the "three Confucius": Confucius mansion, Confucius temple andConfucius forest.

Sage Confucius has a famous saying: "its a pleasure to have friends fromafar." Im very happy to be a tour guide. I will try my best to serve you.Please criticize and correct the shortcomings.

Before visiting Sankong, please allow me to introduce Qufu. Qufu is locatedat the junction of Luzhong district and southwest plain of Shandong Province. LiBai, a great poet, once described Qufu as "laughing and boasting of old friends,pointing to a desperate situation, with mountains and waters as green asorchids". Now lets visit the Confucius Temple. Confucius Temple is located inthe center of Qufu City. It is a charming building built by ancient people forthe great thought and broad spiritual quality of Confucius. It covers an area of327.5 mu, with a length of 1 km from north to south. There are 466 buildings and54 gateways. In addition, there are more than 1700 ancient trees in the temple,one by one rushing into the sky. It is said that anyone who dares to cut downone will be beheaded. Every tree, every doors name contains the thought ofConfucius benevolence.

The Confucius Mansion is adjacent to the Confucius Temple. It is theresidence of the eldest son of the sage Confucius. It has three roads and ninecourtyards. It has 463 buildings and a back garden, covering an area of 240 mu.Confucius Mansion, also known as "Yansheng mansion". "Yan Sheng" means that"Sheng Dao" and "Sheng Yi" can reproduce and continue,

After entering the gate of Confucius mansion, there are three roads to theback of Confucius mansion. On the East Road, there are Yiguan hall, muen hall,Confucius family temple, etc.; on the West Road, there are red calyx hall,Zhongshu hall, Anhuai hall, flower hall, etc.; on the Middle Road, there are themain buildings of Confucius mansion, the first half of which is the governmentoffice, and the second half is the inner house.

Konglin is a special cemetery for the family of Confucius, the oldest andlargest family cemetery in the world. It covers an area of more than 3000 mu.The surrounding walls are 3 meters high, 1.5 meters thick and 14.5 Li long.There are more than 100000 trees and hundreds of plants in the forest. Among thetrees, there are many steles and statues, which are very spectacular.

Now free activity for 3 hours, you can visit the "three holes" by yourself,you can also play games, piics and other activities, but you must ensurehealth.

This is the end of the visit to "three holes".

Good morning! Ladies and gentlemen! Today, with such great joy, on behalfof Anhui Travel Agency. I’d like to extend our warm welcome to all of you, ourdistinguished guest from the other side of the Pacific. Please allow me tointroduce myself. My name is Li Xin and I work for Anhui Travel Agency .Duringyour short stay in jiuhuashan, I’ll be your local guide. It’s my honor to be ofyour service. If you have any request, go ahead! I’ll try my best to help youand make your stay comfortable!

It’s my honor to be of your service. If you have any special interest,please let me know, and I highly appreciate your understanding andcooperation.

Ok, now we are heading for Mt.Jiuhua, which is known as one of the fourBuddhist Mountains in China. It’s about 30 minutes’ bus ride. On the way you canenjoy the beautiful scenery and I’d like to give you a brief introduction aboutMt.Jiuhua.

Mt.Jiuhua was originally known as Jiuzi (Nine-Peak) Mount. Li Bai, a famousChinese poet over 1300 years ago wrote of the mountain: ”sailing on the YangtzeRiver, watching Mt.Jiuhua from after, green water falls from the sky, ninelotuses appear in the air.” This expresses the poet’s great admiration forMt.Jiuhua. From then on, the mountain was renamed as Mt.Jiuhua.

Mt.Jiuhua covers more than 100 square kilometers in area, which has beenknown to have 99 peaks, and the main peak of the Shiwang Peak is 1342m above sealevel. Mt.Jiuhua is full of waterfalls, streams, exotic-looking boulders,ancient caves, old pines and exuberant bamboo. With the richly variegatedlandscape, the ancient temples are tucked away amid the dense woods and the airreverberates with the tolling of the bells at dawn and dusk. Mt.Jiuhua isusually known as the No.1 Mountain of the southeast.

Ok, I have said too much about the Mt.Jiuhua, and I expect you have got ageneral idea about it. Seeing is Beliving. I’m sure you will learn a lot aboutChinese culture and Buddhism after the visit, and you will also be impresseddeeply by the wonderful scenery. Let’s get off the bus and bring your camera.I’ll show you around the scenic areas.

Look! So many monks, why? Yes, that’s it! Because Mt.Jiuhua is a Buddhistmountain. Especially on July 30th of Chinese Lunar is the birthday of EarchBuddha, and a great Buddhist ceremony is held on this day. Around that day everyyear, the mountain is the site of a temple fair. A large number of monks, nuns,pilgrims and visitors come to burn incense, chant and sacrifice food. Theactivities of each year are different. Though today is not the festival, we canalso enjoy the beautiful scenery. They are: Sunrise at Tiantai Platform, Eveningbell of Huacheng Temple, Sitting on East Stone with pleasure, Fairy mark ofTianzhu, Taoyan waterfall, clouds around lotus peak and Phoenix Pine.

Ok, here we are, this is Huacheng Temple of Jiuhua Street. It was the firstand oldest of all the temples of Mt.Jiuhua. Over 1500 years ago, Monk Beidubuilt a simple temple here. Then after 300 years it was reconstructed and namedHuacheng Temple.

You see it lies a round plaza. Look at the center! What do you see? Yeah!It is a crescent shaped lotus pond named “Crescent Moon Pond” you can go towardsit, what do you see? It is believed that Monk Jin Qiaojue used to free captivefish. Ok, now I say some brief introduction about it and then you can go aroundit. We’ll gather here after one hour, ok? The temple consists of four parts: thelobby, the grand hall, the back hall and the Scripture Tower. The ground slopesup with each part and the whole layout is natural. The doors, windows, brackets,beams, columns, steps and the cornerstone are carved with exquisite designs. Inthe hall are preserved horizontal boards inscribed by emperor in ancienttime.

Ok! Is everyone here? 1, 2, 3… Ok, now, let’s go to see the Phoenix Pine,in Minyuan Scenic Area. Phoenix Pine is over 1400 years old, and is one of thefour decorative trees in Anhui Province.

After seeing Phoenix Pine, we’ll finish our travel, and on behalf of mycompany, my Chinese colleagues and myself, I’d like to take this opportunity toexpress my thanks for your consideration, understanding, tolerance andcooperation.

Good morning dear professors,

I am glad to be here for this interview. My name is Kevin. I am fromBeijing Foreign Studies University. My major is English and internationalstudies. I am planning to pursue my master degree of (Media Management) here.

I’m an optimistic person, warm-hearted, easy-going and rich incuriosity. I am energetic and enthusiastic. I served as volunteers for many mediaevents held by the government and other organizations. These experiences reallybroaden my view on my future major. I am brave enough to meet the challengesand deadlines. The first reason why I choose (Media Management) as my major isthat I have profound interest in (the journalism and the communicationpractice). I am curious about (the operation and the mechanism behind the new media).Secondly, I have the good command ( of English). This will help me achievehigher in this field.

I hope I can form a comprehensive view of the Media management andmake a solid foundation for future profession after three years study here.

Thank you so much again for giving me the chance for this interview.

My name is YuLiQiao, ten years old this year, now at zhongshan primary school. Im in class four (2).

Im a shapely, medium height, heavy is little girl.

My personality is a little bit quiet, but very optimistic, no worries in my life.

I like swimming, reading, love food, I especially like reading history books, ancient Kings and historical facts I can blurt out, I also very much like to read comic books, Japanese cartoonist Gao Muzhi book I have ever seen, and sakura momoko, my hair and small balls are the same.

My dream is to go to Japan someday Gao Muzhi described zishu emphasize taste of the food, also can travel around the world.

See my introduction, you understand me? I hope we can become good friends.

我的名字叫俞丽乔，今年十周岁，现在就读于中山小学四(二)班。

我是一个身材匀称，高矮适中，浓眉大眼的小姑娘。

我的性格有点内向，但是非常乐观，在我的生活中没有什么烦恼。

我喜欢游泳、阅读，爱好美食，我特别喜欢阅读历史书籍，古代君王、历史史实我都能脱口而出，我也非常喜欢看漫画书，日本漫画家高木直子的书我都看过，还有樱桃小丸子，我的发型就和小丸子是一样的。

我的梦想是有一天能够去日本品尝高木直子书中描写的美食，还能周游全世界。

看了我的介绍，你了解我了吗?希望我们能成为好朋友。

Hello, teachers! My name is Liubingying. I’m 8 years old. I’m study in class 3, grade3 of Taishan School.

I like to paint the pictures, water the flowers, and help my teachers. Lily is my favourite flower.

That’s all. Thank you!

外企职工英文版辞职报告范文

dear (the name of your boss),

i regret to inform you that i decided to resign from my present position as (position) with effective from (next day of last date).

thank you for giving me a chance to learn and to gain the valuable experience in (company name and section work with). i hope my resignation would not cause you much inconvenience.

thank you for your kind attention and would appreciate if you could let me have a reference letter before i leave.

yours faithfully, (your full name)

LABOUR CONTRACT

劳动

合同英文版

LABOUR CONTRACT

EMPLOYER:

LEGAL REPRESENTATIVE:

ADDRESS:

EMPLOYEE:

NAME:

GENDER:MALE

ADDRESS:

NATIONALITY:P.R.CHINA ID CARD NO.:

THIS CONTRACT IS SIGNED ON A MUTUALITY VOLUNTARY BASIS BY AND BETWEEN THE FOLLOWING EMPLOYER AND EMPLOYEE IN ACCORDANCE WITH THE LABOUR LAW OF PEOPLES REPUBLIC OF CHINA."

1.TERM OF THE CONTRACT:

THE TERM OF THIS CONTRACT IS FOR ONE YEAR AND SHALL COMMENCE ON_____,_____, AND SHALL CONTINUE UNTIL _____,_____,UNLESS EARLIER TERMINATED PURSUANT TO THIS CONTRACT. THE EMPLOYEE SHALL UNDERGO A PROBATIONARY PERIOD OF THREE MONTHS.

2.JOB DESCRIPTION:

THE EMPLOYER AGREES TO EMPLOY MR./MS.________(NAME)AS ________(JOB TITLE) IN ________DEPARTMENT, LOCATED IN________(OFFICE LOCATION AND CITY).

3. REMUNERATION OF LABOUR

A.THE SALARY OF THE EMPLOYEE SHALL BEMONTHLY PAID BY THE EMPLOYER IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS OF P.R.C. IT SHALL BE PAID BY LEGAL TENDER AND NOT LESS THAN THE STANDARD MINIMUM SALARY IN TIANJIN.

B. THE SALARY OF THE EMPLOYEE IS RMB$______ PER MONTH IN THE PROBATIONARY PERIOD AND RMB$ _____ AFTER THE PROBATIONARY PERIOD.

C. IF THE DELAY OR DEFAULT OF SALARY TAKES PLACE,THE EMPLOYER SHALL PAY THE ECONOMIC COMPENSATION EXCEPT THE SALARY ITSELF IN ACCORDANCE WITH THE RELEVANT LAWS AND REGULATIONS.

4.WORKING HOURS & REST & VOCATION

A.THE NORMAL WORKING HOURS OF THE EMPLOYEE SHALL BE EIGHT HOURS EACH DAY, EXCLUDING MEALS AND REST FOR AN AVERAGE OF FIVE DAYS PER WEEK, FOR AN AVERAGE OF FORTY HOURS PER WEEK.

B.THE EMPLOYEE IS ENTITLED TO ALL LEGAL HOLIDAYS AND OTHER PAID LEAVES OF ABSENCE IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF THE PRC AND THE COMPANY S WORK RULES.

C. THE EMPLOYER MAY EXTEND WORKING HOURS DUE TO THE REQUIREMENTS OF ITS PRODUCTION OR BUSINESS AFTER CONSULTATION WITH THE TRADE UNION AND THE EMPLOYEE ,BUT THE EXTENDED WORKING HOUR FOR A DAY SHALL GENERALLY NOT EXCEED ONE HOUR; IF SUCH EXTENSION IS CALLED FOR DUE TO SPECIAL REASONS, THE

EXTENDED HOURS SHALL NOT EXCEED THREE HOURS A DAY.HOWEVER, THE TOTAL EXTENSION IN A MONTH SHALL NOT EXCEED THIRTY-SIX HOURS.

5.SOCIAL SECURITY & WELFARE

A.THE EMPLOYER WILL PAY FOR ALL MANDATORY SOCIAL SECURITY PROGRAMS SUCH PENSION INSURANCE, UNEMPLOYMENT INSURANCE, MEDICAL INSURANCE OF THE EMPLOYEE ACCORDING TO THE RELEVANT GOVERNMENT AND CITY REGULATIONS.

B.DURING THE PERIOD OF THE CONTRACT, THE EMPLOYEE’S WELFARE SHALL BE IMPLEMENTED ACCORDANCE WITH THE LAWS AND RELEVANT REGULATIONS OF P.R.C.

6.WORKING PROTECTION & WORKING CONDITIONS

A.THE EMPLOYER SHOULD PROVIDE THE EMPLOYEE WITH OCCUPATIONAL SAFETY AND HEALTH CONDITIONS CONFORMING TO THE PROVISIONS OF THE STATE AND NECESSARY ARTICLES OF LABOR PROTECTION TO GUARANTEE THE SAFETY AND HEALTH DURING THE WORKING PROCESS.

B.THE EMPLOYER SHOULD PROVIDE THE EMPLOYEE WITH SAFETY EDUCATION AND TECHNIQUE TRAINING; THE EMPLOYEE TO BE ENGAGED IN SPECIALIZED OPERATIONS SHOULD RECEIVE SPECIALIZED TRAINING AND ACQUIRE QUALIFICATIONS FOR SUCH SPECIAL OPERATIONS.

C. THE EMPLOYEE SHOULD STRICTLY ABIDE BY THE RULES OF SAFE OPERATION IN THE PROCESS OF THEIR WORK.

7.LABOUR DISCIPLINE

A.THE EMPLOYER MAY DRAFT BYLAWS AND LABOUR DISCIPLINES OF THE COMPANY, ACCORDING TO WHICH, THE

EMPLOYER SHALL HAVE THE RIGHT TO GIVE REWARDS OR TAKE DISCIPLINARY ACTIONS TO THE EMPLOYEE;

B.THE EMPLOYEE SHALL COMPLY WITH THE MANAGEMENT DIRECTIONS OF THE EMPLOYER AND OBEY THE BYLAWS AND LABOUR DISCIPLINES OF THE EMPLOYER.

C.THE EMPLOYEE SHALL UNDERTAKE THE OBLIGATION TO KEEP AND NOT TO DISCLOSE THE TRADE SECRET FOR THE

EMPLOYER DURING THE PERIOD OF THIS CONTRACT; THIS OBLIGATION OF CONFIDENTIALITY SHALL SURVIVE THE

TERMINATION OF THIS CONTRACT FOR A PERIOD OF TWO (2)YEARS.

8.TERMINATION, MODIFICATION, RENEW AND DISCHARGE OF THE CONTRACT

A. THE RELEVANT CLAUSES OF THE CONTRACT MAY BE MODIFIED BY THE PARTIES:

I.THE SPECIFIC CLAUSE IS REQUIRED TO BE MODIFIED BY THE PARTIES THROUGH

CONSULTATION;

II.DUE TO THE FORCE MAJEURE, THE CONTRACT CAN NOT BE EXECUTED;

III.THE RELEVANT LAWS AND REGULATIONS HAVE BEEN MODIFIED OR ABOLISHED BY THE TIME OF SIGNING THE

CONTRACT.

B.THE CONTRACT MAY BE AUTOMATICALLY TERMINATED:

I) THIS CONTRACT IS NOT RENEWED AT THE EXPIRATION OF THIS CONTRACT;

II) THE EMPLOYER IS LEGALLY ANNOUNCED TO BE BANKRUPTCY, DISMISSED, OR CANCELED;

III)THE DEATH OF THE EMPLOYEE OCCURS;

IV) THE FORCE MAJEURE TAKES PLACE;

V)THE CONDITIONS OF TERMINATION AGREED IN THE CONTRACT BY THE PARTIES ARISE.

C.THE CONTRACT MAY BE RENEWED AT THE EXPIRATION THROUGH CONSULTATION BY THE PARTIES WITH THE FULFILLMENT OF THE PROCEDURE WITHIN 15 DAYS TO THE EXPIRATION;

D. THE CONTRACT MAY BE DISCHARGED THROUGH CONSULTATION BY THE PARTIES;

E.THE CONTRACT MAY BE DISCHARGED BY THE EMPLOYER WITH IMMEDIATE EFFECT AND THE EMPLOYEE WILL NOT BE COMPENSATED:

贷款合同书（英文版）

欢迎借鉴与参考文章《贷款合同书(英文版)》，请看下文的详细内容。

This LOAN AGREEMENT, dated as of the later of the two signature dates below, is made by and among AAA CORPORATION ("AAA"), a _________(PLACENAME) Corporation, _________(address) ("Lender"), and BBB CORPORATION ("BBB"), a _________(PLACENAME) corporation, _________(address) ("Borrower").

RECITALS

A. Borrower develops and markets computer software products, including without limitation a "search engine" software for searching and indexing information accessible through the Internet.

B. Lender develops, manufactures, distributes and markets computer software products and services.

C. Borrower and Lender desire to enter into a business relationship pursuant to which, among other things, (i) Borrower would (a) develop software for Lender to implement desired features for a Lender search engine, (b) provide search results for Lender using Borrowers search engine customized with, among other elements, the features developed for Lender, (c) provide software hosting and maintenance services for Lenders benefit, and (d) purchase additional hardware and software necessary or desirable to service Lenders needs, and (ii) Lender would make certain payments to Borrower, and provide loans to Borrower to facilitate Borrowers purchase of additional hardware and software necessary or desirable to service Lenders needs.

D. This Loan Agreement and a Security Agreement between the parties of even date, are intended to set forth the terms and conditions applicable to the loan aspects of such business relationship.

NOW THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

AGREEMENTS

1. Loan to Borrower. Pursuant to the terms and conditions of that certain Software Hosting Agreement between Borrower and Lender of even date herewith (the "Hosting Agreement"), Borrower may be required, after consultation with and approval by Lender, to purchase additional Hosting Servers, as that term is defined in the Hosting Agreement. Subject to the terms and conditions of this Agreement, Lender shall from time to time make advances ("Advances") to Borrower during the period from the date hereof until the termination of this Agreement. In no event shall Lender have any obligation to make Advances to Borrower following the occurrence of any Event of Default as defined in section 11 of this Agreement.

A. Advances. Advances shall be made only in amounts separately agreed between Lender and Borrower to be sufficient to purchase the additional Hosting Servers required by Lender. Each such Advance shall be evidenced by a promissory note (the "Promissory Note") with a term of [*] ([*]) [*] in substantially the form of the sample note attached hereto as Exhibit A. The terms of all such Promissory Notes are by this reference incorporated in this Agreement. The proceeds of each Advance shall only be used by Borrower to purchase the additional Hosting Servers for which that Advance is made.

B. Persons Authorized. Lender is hereby authorized by Borrower to make Advances only upon the written requests (including requests made by telex, telegraph or facsimile), of any one of the following persons (the "Responsible Officers" and each a "Responsible Officer"): Dave Peterschmidt, Jerry Kennelly and Randy Gottfried; each of whom is and shall be authorized to request Advances and direct the disposition of any Advance until written notice by Borrower of the revocation of such authority is received by Lender. Any Advance shall be conclusively presumed to have been made to or for the benefit of Borrower when made in accordance with such a request. Requests for Advances shall be on the Borrowing Notice form attached hereto as Exhibit B. Any such Borrowing Notice shall be directed to the following Lender representative (or such other person as Lender may direct from time to time) for approval prior to disbursement: Shirish Nadkarni.

C. Assumption of Risk. It is important to Borrower that Borrower have the privilege of making requests for Advances by e mail, telex, telegraph or facsimile. Therefore, to induce Lender to lend funds in response to such requests, and in consideration for Lenders agreement to receive and consider such requests, BORROWER ASSUMES ALL RISK OF THE VALIDITY, AUTHENTICITY AND AUTHORIZATION OF SUCH REQUESTS, WHETHER OR NOT THE INDIVIDUAL MAKING SUCH REQUEST HAS AUTHORITY IN FACT TO REQUEST ADVANCES ON BEHALF OF BORROWER. UNLESS AN UNAUTHORIZED OR INVALID ADVANCE IS MADE AS A RESULT OF GROSS NEGLIGENCE ON THE PART OF LENDER, LENDER SHALL NOT BE RESPONSIBLE, UNDER PRINCIPLES OF CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS SUSTAINED BY BORROWER RESULTING FROM ANY UNAUTHORIZED OR INVALID ADVANCE, INCLUDING, BUT NOT LIMITED TO, THE AMOUNT OF ANY ADVANCE. Borrower agrees to repay any sums, with interest as provided herein, that Lender so advances. Borrower agrees to give Lender prompt written confirmation of all e mail, telex, telegraph or facsimile requests for Advances; but Borrowers failure to do so, or the failure of such confirmation to reach Lender, shall not affect Borrowers assumption of the risk with respect to such Advance or reduce in any way the obligation of Borrower to repay with interest all amounts theretofore or thereafter advanced by Lender pursuant thereto.

D. Request for Advance. Each request for an Advance shall set forth the amount of such Advance and the date such Advance is to be made, such request to be received by Lender by 9:30 a.m., _________(PLACENAME), WA, USA time ten (10) full business days before such Advance is to be made. Any proposed Advance shall be made and effected only on a business day and may be disbursed only after a separate Promissory Note for such Advance is properly executed by Borrower, and delivered to and accepted by Lender. If the date of the proposed Advance is not a business day, such Advance shall be effected on the next succeeding business day. Each request for an Advance shall be irrevocable and binding on Borrower.

E. Disbursement of Advances. Advances made and effected by Lender shall be disbursed by wire transfer in immediately available funds to the depository account set forth in Exhibit E hereto, or such other account as Borrower may designate from time to time by written notice to Lender signed by a Responsible Officer.

2. Term and Termination. This Agreement shall terminate upon the termination of the Hosting Agreement ("Maturity Date"); provided that all rights and remedies to which Lender is entitled under this Agreement and at law shall survive any such termination of the Agreement until all amounts advanced or otherwise due Lender under this Agreement have been repaid or otherwise satisfied according to the terms of this Agreement.

3. Interest. The outstanding principal balance of the Loan shall bear interest at the lowest appropriate applicable federal rate, as determined by AAA, when each Promissory Note (or the New Note described in section 4) is issued. All computations of interest shall be based on a 360 day year for the actual number of days passed.

4. Payment of Principal and Interest.

A. Monthly Payments. Payment of principal and interest for each Advance shall be made in immediately available funds, by 10:00 a.m., _________(PLACENAME) time, at such location designated by Lender or the holder of the applicable Promissory Note, on the date each payment is due as provided in the Promissory Note. The payments of principal and interest shall be separately calculated for each Advance and shall be payable in immediately available funds on the first business day of each month until paid in full. Each installment payment shall be in an amount sufficient to cause the principal balance of each Advance to be repaid within three years. Notwithstanding the foregoing, any amounts accrued but not paid at the time of termination of this Agreement shall be payable or otherwise satisfied in accordance with the following subsections.

B. Roll over or Acceleration. Upon expiration or termination of this Agreement:

(i) If this Agreement is terminated due to the mutual agreement of the parties, due to termination of the Hosting Agreement by Lender pursuant to section 10.2 of the Hosting Agreement, or due to termination of the Hosting Agreement by Borrower pursuant to section 10.1 of the Hosting Agreement, then immediately prior to the effective date of such termination Lender shall cancel all outstanding Promissory Notes and Borrower shall simultaneously execute a new promissory note ("New Note") for all outstanding principal, interest and other amounts under such Promissory Notes owed or owing to Lender by Borrower on that date, in substantially the form attached as Exhibit C satisfying and replacing all outstanding Advances and other amounts due under this Agreement. A New Note issued pursuant to this subsection shall carry the same interest rate and be subject to the same terms and conditions as all Advances under this Agreement, except that the term of the New Note shall be two (2) years, and each installment payment shall be in an amount sufficient to cause the principal balance of the New Note to be repaid within two (2) years. Installment payments for the New Note shall be made in immediately available funds, by 10:00 a.m., _________(PLACENAME) time, at such location designated by Lender or the holder of the New Note, on the date each payment is due as provided in the New Note. Prior to execution of the New Note, Borrower shall satisfy all conditions precedent and make all representations and warranties required for Advances under this Agreement.

(ii) If termination of this Agreement is due to any other reason (other than due to a material breach of this Agreement or the Hosting Agreement by Lender), such termination shall be considered an Event of Default and subject to any and all remedies available to Lender for an Event of Default as provided in section 12 of this Agreement.

C. Prepayment. Borrower may prepay each Advance in whole or in part, at any time without penalty. Any repayments of the amounts due under this Loan Agreement shall be made in immediately available funds and shall be applied first against any amounts owed to Lender under the Security Agreement, then to the payment of past due interest on any outstanding Advance, and any remaining amount shall reduce the outstanding principal amount of each Advance.

5. Overdue Payments; Default Rate. If any amount due under this Agreement is not paid when and as due, such amount shall bear interest from the date such payment was due until and including the date such payment is received by Lender at a rate per annum equal to eighteen percent (18 %) per annum (the "Default Rate"), provided that in no event shall the rate of interest exceed that permitted by applicable law.

6. Security for the Loan. This Loan is secured by a purchase money security interest in the Hosting Servers purchased by each Advance, pursuant to the terms of a security agreement of even date ("Security Agreement"). Lender shall have a first priority security interest in all of the collateral described in the Security Agreement (the "Collateral").

7. Representations and Warranties. Borrower hereby represents and warrants to Lender as follows:

A. Corporate Existence. Borrower is a corporation, duly organized and validly existing, in good standing under the laws of its state of incorporation, and is duly authorized and qualified under all applicable laws, regulations, ordinances and orders of public authorities to carry on such business in any state or county where such qualification is necessary and to own and hold property.

B. Corporate Power. Borrower has full right, power and authority to enter into and perform this Agreement, each Promissory Note, the New Note, and the Security (collectively, the "Documents"), and to grant all of the rights granted and agreed to be granted pursuant to this Agreement and the Documents.

C. Authorization. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Documents, including but not limited to, all necessary corporate action required by its articles of incorporation and bylaws.

D. No Conflict, Violation or Consent Required. The execution, delivery and performance of, and the compliance with the provisions of each of the Documents do not and will not violate any provision of an applicable law or any provision of Borrowers articles of incorporation and bylaws, and will not conflict with, require consent under any provision of, result in any breach of any of the terms, conditions or provisions of, result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of Borrower pursuant to the terms of, or constitute a default under or conflict with, any other indenture, contract, mortgage, deed of trust or other agreement or instrument to which Borrower is a party or by which Borrower is bound. Borrower shall not enter into other contractual obligations which will restrict or impair its obligations under this Agreement or any other Document.

E. Binding Effect. This Agreement constitutes, and the Promissory Note and each of the other Documents, when executed and delivered by Borrower, will constitute, valid obligations of Borrower and are binding and enforceable against Borrower in accordance with their respective terms, except as hereafter may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors rights and the availability of specific performance.

F. Familiarity With Terms. Borrower is fully familiar with all of the terms, covenants and conditions of the Documents.

G. Legal Proceedings. Except as disclosed on Schedule 1 attached hereto, there is no action, suit or proceeding pending or, to the knowledge of Borrower, threatened, at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that might result in a material adverse change in Borrowers ownership or title to any of the Collateral or in its financial condition or operations. As used in this subsection, the phrase "to the knowledge of Borrower" shall mean the current actual knowledge of the executive officers and directors of Borrower.

H. No Governmental Approvals. No registration with or approval of any governmental agency or commission is necessary for the due execution and delivery of any of the Documents or for the validity or enforceability thereof with respect to any obligation of Borrower hereunder or thereunder, except acts to be performed by Lender in order to perfect Lenders security interest in the Collateral.

I. Liens and Encumbrances. Borrower shall keep the Collateral purchased with each Advance free and clear of all liens, claims, encumbrances and rights of others and at the request of Lender from time to time, shall obtain an agreement, in a form satisfactory to Lender in its sole discretion, from any of its general creditors or lien holders to subordinate their interests in the Collateral to Lenders interest pursuant to this Agreement and the Security Agreement.

J. Compliance With Laws. Borrower has complied with all laws, regulations, ordinances and orders which affect in any material respect its right to carry on its operations, perform its obligations under the Documents or meet its obligations in the ordinary course of business.

K. Outstanding Debt. There exists no default under the provisions of any agreement or instrument evidencing any outstanding indebtedness of Borrower and/or its subsidiaries to any party or any material agreement to which Borrower and/or its subsidiaries is currently a party.

L. Disclosure. This Agreement does not contain any untrue statement of a material fact and does state all material facts necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made. There is, to the knowledge of Borrower, no fact that would materially adversely affect its business, prospects, condition, affairs or operations or any of its properties or assets.

M. No Consents. The execution, delivery and filing of the Security Agreement and any financing statements, and the creation of the lien, mortgage, encumbrance, preference or security interest contemplated thereby, will not require the consent or approval of any person or entity not a party to this Agreement.

N. Perfection of Liens and Security Interest. As of the date hereof, Lender will have a valid and perfected first priority lien on and security interest in all of the Collateral (whether now owned or hereafter acquired), which lien and security interest will be enforceable against the applicable grantor thereof and all third parties and will secure the obligations stated therein. All filings, recordations and other actions necessary under any laws to perfect and protect such liens and security interests as first priority liens and security interests in the Collateral have been, or will on the Closing Date be, duly taken.

8. Affirmative Covenants. Until all amounts owed under the Documents have been paid in full or otherwise satisfied under the terms of this Agreement, Borrower, at its own expense, covenants and agrees at all times to comply with the terms of this paragraph 8.

A. Financial Information.

(i) Borrower shall furnish or cause to be furnished to Lender, as soon as practicable and in any event within forty five (45) days after the close of each fiscal quarter, the following unaudited financial statements of Borrower for each such quarter, all in reasonable detail and certified by a Responsible Officer of Borrower to be true and correct: balance sheet, statement of income, and statement of cash flows.

(ii) Borrower shall furnish or cause to be furnished to Lender, as soon as the same are available, and in any event within ninety (90) days after the end of each of each fiscal year Borrowers consolidated balance sheet, statement of income and a statement of cash flows, all as of the end of such fiscal year (together, in each case, where applicable, with the comparable figures for the prior fiscal year), all in reasonable detail. Annual consolidated financial statements shall be prepared and audited (without any qualification or exception deemed material by Lender) in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved (except as disclosed in the notes to the financial statements) by independent certified public accountants of recognized national standing or otherwise reasonably acceptable to Lender.

(iii) Concurrently with the information described in (i) and (ii) above, a certificate of a Responsible Officer of Borrower stating that the consolidated financial statements delivered to Lender are properly stated and that there exists no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, or, if any such event exists, specifying the nature and period of existence thereof and what action Borrower proposes to take with respect thereto.

(iv) Borrower shall also furnish or cause to be furnished, from time to time, such additional financial and other information as Lender may reasonably request in order to monitor the financial condition of Borrower.

B. Notice of Default. Immediately upon obtaining knowledge of the occurrence of any event that constitutes an Event of Default, or that with notice or lapse of time, or both, would constitute an Event of Default, Borrower shall give written notice thereof to Lender, together with a detailed statement of the steps being taken by Borrowers to cure such event.

C. Maintenance of Existence. Borrower shall cause to be done all things necessary to maintain and preserve the corporate existence, rights and franchises of Borrower and shall comply with all related laws applicable to Borrower and/or its subsidiaries.

D. Payment of Taxes. Borrower shall pay, indemnify and hold Lender harmless from (i) all taxes, assessments and charges lawfully levied or imposed by the United States, any state or local government, any taxing authority or any political or governmental subdivision of any foreign country on or with respect to the Collateral or any part thereof, and (ii) any other claims which, if unpaid, might become by law a lien upon Borrowers property; except, and only to the extent that any such taxes, assessments, charges or claims are being contested in good faith (and for the payment of which adequate reserves have been provided) by appropriate proceedings conducted diligently and in good faith so long as such proceedings do not involve a material danger of the sale, forfeiture or loss of all or a material portion of the Collateral.

E. Maintenance of Property and Leases. Borrower shall keep its properties in good repair and condition, reasonable wear and tear excepted, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto. Borrower shall at all times comply with the provisions of all leases to which it is a party so as to prevent any loss or forfeiture thereof or thereunder.

F. Insurance. Borrower shall maintain with responsible companies reasonably acceptable to Lender liability insurance and insurance with respect to the Collateral in amounts and covering risks as is customary among companies engaged in businesses similar to that of Borrower. Each liability insurance policy maintained pursuant to this paragraph shall name Lender as additional insured. Each such policy other than liability policies shall name Lender as named insured and loss payee as its interest may appear. The parties agree that such interest of Lender shall be equal to the total of all amounts owed under the Documents to Lender. Borrower shall maintain insurance against any other risks as is customary among companies engaged in businesses similar to that of Borrower. All required insurance shall (a) be in form and amount reasonably satisfactory to Lender and (b) contain a Lenders Loss Payable Endorsement. Each insurer shall agree by endorsement upon the policies issued by it, or by independent instrument furnished to Lender, that it will give Lender thirty (30) days written notice before the policy is materially altered or canceled. The proceeds of any public liability policy shall be payable first to Lender to the extent of its liability, if any, and the balance shall be payable to Borrower. Borrower hereby irrevocably appoints Lender as Borrowers attorney in fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts for loss or damage under any insurance policy.

G. Notice of Litigation. Borrower shall promptly notify Lender in writing of the initiation of any litigation against Borrower that in Borrowers good faith judgment might materially and adversely affect the operations, financial condition, property or business of Borrower. If any suit is filed against any of the Collateral or if any of the Collateral is otherwise attached, levied upon or taken in custody by virtue of any legal proceeding in any court, Borrower shall promptly notify Lender thereof by telephone, confirmed by letter, and within sixty (60) days (unless otherwise consented to in writing by Lender) cause the Collateral to be released and promptly notify Lender thereof in the manner aforesaid.

H. Accounts and Reports. Borrower shall keep true and accurate records and books of account in which full, true and correct entries shall be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles.

I. Compliance With Laws. Borrower shall duly observe and conform to all valid requirements of governmental authorities relating to the conduct of its business or to its property or assets.

J. Inspection. Borrower shall permit Lender or its designated representative, at all reasonable hours upon reasonable advance notice, to visit and inspect Borrowers properties, offices, facilities and the Collateral, and to examine Borrowers books of account, solely to monitor the status of the Collateral and financial condition of Borrower. Lender agrees that any such visitation or inspection may be escorted and monitored by Borrower.

K. Filing and Execution of Documents. Borrower shall from time to time do and perform such other and further acts and execute and deliver any and all such further instruments as may be required by law or reasonably requested by Lender to establish, maintain and protect Lenders security interest in any of the Collateral as provided in this Agreement.

L. Anti forfeiture. Borrower shall not have committed or commit any act or omission affording the federal government or any state or local government the right of forfeiture as against the property of Borrower or any part thereof or any moneys paid in performance of its obligations under this Agreement, any Promissory Note or under any of the other Documents. Borrower covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. In furtherance thereof, Borrower hereby indemnifies Lender and agrees to defend and hold Lender harmless from and against any loss, damage or injury by reason of the breach of the covenants and agreements or the warranties and representations set forth in the preceding sentence. Without limiting the generality of the foregoing, the filing of formal charges or the commencement of proceedings against Borrower, Lender, or all or any of the property of any Borrower under any federal or state law for which forfeiture of such property or any part thereof or of any moneys paid in performance of any Borrowers obligations under the Documents shall, at the election of Lender, constitute an Event of Default hereunder without notice or opportunity to cure.

M. Meeting. The Responsible Officers of Borrower (and such other officers and employees of Borrower as Lender may reasonably request) shall meet at least once per year with Lenders designated representatives to review Borrowers consolidated financial statements and such other information regarding the operation of Borrowers business as may be reasonably requested by Lender to monitor the financial condition of Borrower and status of the Collateral.

9. Negative Covenants. Until all amounts owed under this Agreement, the Promissory Note and the other Documents have been paid in full or otherwise satisfied under the terms of this Agreement, Borrower, without the prior written consent of Lender, covenants and agrees that it shall not sell all or any portion of the Collateral, nor relocate the Collateral. Borrower shall not encumber the Collateral, assume any debt secured by the Collateral or subject the Collateral to any unpaid charge or claim of any third party. Lender may give its prior written consent to any sale or encumbrance of any of the Collateral upon the express terms and conditions set forth in such consent of Lender.

10. Conditions Precedent to Loan Advances. Notwithstanding anything contained herein to the contrary, the obligation of Lender to make any Advance to Borrower, is expressly conditioned upon the following:

A. Representations and Warranties. All representations and warranties of Borrower contained in this Agreement, in the Documents and in any certificate or other instrument delivered pursuant to the provisions hereof, or in connection with the transactions contemplated hereby, shall be and remain true and correct in all material respects throughout the term of this Agreement, including without limitation on the date of each request for an Advance with the same force and effect as though such representations and warranties had been made on the date of the Advance.

B. Covenants. Borrower shall have performed and complied with all material terms, covenants and conditions of this Agreement and the Documents to be performed or complied with by it on or before execution of this Agreement or on or before the date of each Advance, as the case may be.

C. No Event of Default. There shall exist no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, under this Agreement or the other Documents.

D. Subordination of Prior Interests/Release of Liens. If Lender so requests, for any prior security interest, lien or encumbrance in the Collateral or in the general assets of the Borrowers business, Borrower shall obtain a subordination agreement from its creditor or lien holder in favor Lender or shall obtain the release and discharge of such security interest, lien or encumbrance, including any financing statement or recorded lien filed to perfect such interest, lien or encumbrance.

E. Delivery of Documentation. Borrower, at its sole cost and expense, shall have delivered to Lender the following documents, duly executed by the appropriate party, in form and substance satisfactory to Lender:

(i) the applicable Promissory Note executed by Borrower prior to disbursement of each respective Advance;

(ii) the Security Agreement executed by Borrower on the date of this Agreement;

(iii) the Hosting Agreement executed by Borrower, on the date of this Agreement;

(iv) a certificate of Borrowers corporate secretary, to be dated as of the date of this Agreement, certifying as true and accurate and in full force and effect as of that date, copies of current resolutions of Borrowers Board of Directors authorizing (i) Borrower to enter into and perform this Agreement and to execute, deliver and honor and perform the other Documents, and (ii) the persons who have executed or will execute this Agreement, the Promissory Note and the other Documents to do so;

(v) a certificate, as of the most recent date practical, of the secretary of state of Borrowers state of incorporation as to the good standing of Borrower;

(vi) certificates issued in favor of Lender evidencing the insurance policies required by Lender in accordance with Section 8F hereof;

(vii) UCC financing statements executed by Borrower, in form and substance satisfactory to Lender, evidencing Lenders security interest in the Collateral designated thereon to be filed in each jurisdiction in which Borrower is or may be doing business;

(viii) officers certificates executed by a Responsible Officer of Borrower, dated the purchase date for each purchase of each item of Collateral, certifying that on that date (i) Borrower has good title to all Collateral described in the Security Agreement, (ii) no Event of Default, or event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred, and is continuing, and (iii) the representations and warranties contained in the Documents are true and accurate on and as of that date;

(ix) such other agreements, certificates or other documents as shall be deemed necessary or desirable, in the good faith opinion of Lender or its counsel, in order to fully and completely perfect, preserve or protect Lenders interests hereunder and Lenders security interest in the Collateral;

(x) a valid and authorized Borrowing Notice containing a request for an Advance approved by Lenders designated representative.

11. Events of Default. The occurrence of one or more of the following events (herein called "Events of Default") shall constitute a default under this Agreement.

A. Borrowers failure to pay any portion of any installment of principal or interest due under any Promissory Note or any other amount under any of the other Documents when and as the same shall become due and payable as therein or herein expressed, if such failure continues for a period of ten (10) days after Lender has notified Borrower (regardless of whether Borrower actually receives such notice) that such payment has not been received;

B. Borrowers failure to comply with and duly and punctually observe or perform, any of the covenants of Borrower contained in Sections 8B, 8C, 8D, 8E and 8H and Section 9 of this Loan Agreement;

C. Borrowers failure to maintain insurance as required in accordance with Section 8F hereof; which failure shall continue for a period of ten (10) days after the earlier of the giving of notice of such failure by Lender to Borrower, or the date Lender is notified of such failure by Borrower or should have been so notified pursuant to section 8B hereof.

D. Borrower applies for, consents to or acquiesces in the appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official for Borrower or for any of Borrowers property, or makes a general assignment for the benefit of creditors, or files a petition or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or a readjustment of its indebtedness or an answer admitting the material allegations of a petition filed against it in any such proceeding, or seeks relief under the provisions of any bankruptcy or similar law; or, in the absence of any of the foregoing, a trustee, receiver, liquidator, assignee, sequestrator or other similar official is appointed for Borrower or for a substantial part of any of the property of Borrower and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or other insolvency law or common law or in equity is instituted against Borrower and is not dismissed within sixty (60) days; or, in the absence of any of the foregoing, if, under the provisions of any law providing for reorganization or winding up which may apply to Borrower, any court of competent jurisdiction shall assume jurisdiction, custody or control of Borrower or of any substantial part of any of Borrowers property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60) days;

E. any material representation or warranty made by Borrower and contained in any of the Documents, or otherwise made by Borrower to Lender, proves or becomes untrue in any material respect, provided that any cure period (if any) available to remedy the inaccuracy has passed;

F. Borrower is in material default in the payment or performance of any material obligation under any promissory note, indenture, contract, mortgage, deed of trust or other instrument to which Borrower is a party or by which Borrower is bound and the applicable cure period shall have expired;

G. any provision of any Document, including, without limitation, the Security Agreement, shall for any reason (except for acts to be performed by Lender) cease to be valid and binding on any signatory thereto, or such signatory shall so allege, or any Security Agreement shall for any reason (except for acts to be performed by Lender) cease to create a valid and perfected first priority lien, mortgage, encumbrance or security interest except to the extent permitted by the terms thereof, in any of the property purported to be covered thereby, or the signatory to such Security Agreement shall so allege;

H. the termination of the Hosting Agreement by Lender due to the material breach thereunder by Borrower; or

I. Borrowers failure to duly and punctually observe or perform, in any material respect, any other of the covenants, conditions or agreements to be performed or observed by Borrower contained in this Agreement or any of the Documents and, except as may otherwise be specifically provided in the Documents, such failure continues for a period of thirty (30) days after the earlier of the giving of notice of such failure by Lender to Borrower, or the date Lender is notified of such failure by Borrower or should have been so notified pursuant to section 8B hereof.

J. Borrowers material breach under the Hosting Agreement and/or any of the following agreements between the parties (which remains uncured after the applicable core period, if any, thereunder): the Software Development Agreement of even date herewith; and the Information Services Agreement of even date herewith (and the Escrow Agreement referred to therein).

12. Remedies. Upon the occurrence of an Event of Default and while any Event of Default is continuing, Lender may at its option elect to pursue any or all of the following remedies, which are cumulative and in addition to any other right or remedy provided by applicable law:

A. without further demand, protest or notice of any kind to Borrower, declare any or all sums and obligations due under the Documents to be due and immediately payable, and upon such declaration the same shall become and be immediately due and payable;

B. terminate Lenders commitment to make Advances hereunder;

C. If Borrower fails to perform any act that it is required to perform under this Agreement or the Security Agreement, Lender may, but shall not be obligated to, perform, or cause to performed, such act, provided that any reasonable expense thereby incurred by Lender and any money thereby paid by Lender, shall be a demand obligation owing by Borrower and Lender shall promptly notify Borrower of the amount of such obligation, which obligation shall bear interest at the Default Rate from the date Lender makes such payment until repaid by Borrower; and Lender shall be subrogated to all rights of the person receiving such payment;

D. enforce Lenders rights under the Security Agreement;

E. terminate the Hosting Agreement;

F. institute one or more legal proceedings at law or in equity for the:

(i) specific performance of any covenant, condition, agreement or undertaking contained in the Documents, or in aid of the execution of any powers granted therein and/or to recover a judgment for damages for the breach hereof, including, without limitation, any amount due under the Documents, either by their terms or by virtue of such declaration, and collect the same out of any property of Borrower;

(ii) foreclosure of its security interest in the Collateral and the sale of all or any part of the Collateral under the judgment or decree of any court of competent jurisdiction;

(iii) enforcement of such other appropriate legal or equitable remedy as may in the opinion of Lender be necessary to protect and enforce Lenders rights under the Documents;

G. assert such other rights and remedies of a secured party and of a mortgagee under the laws of the United States or the state of _________(PLACENAME) (regardless of whether such law or one similar thereto has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, all rights of a secured party under the UCC, whether or not this Agreement and the transactions contemplated hereby are determined to be governed by the UCC.

13. Costs and Expenses of Collection and Enforcement. Borrower shall pay to Lender on demand all reasonable attorneys fees and other costs and expenses reasonably incurred by Lender in protecting the Collateral or in exercising Lenders rights, powers or remedies under this Agreement or the Documents, together with interest on such sums at the Default Rate from the date when the costs and expenses are incurred until fully paid. If because of Borrowers default the Lender consults an attorney regarding the enforcement of any of its rights under any Document, or if suit is brought to enforce any Document, Borrower promises to pay all costs thereof, including attorneys fees. Such costs and attorneys fees shall include, without limitation, costs and attorneys fees incurred in any appeal, forfeiture proceeding or in any proceedings under any present or future federal bankruptcy or state receivership law.

14. Allocation of Proceeds. The (a) proceeds of any sale, (b) proceeds of any insurance received by Lender under any insurance policy obtained by any Borrower hereunder, and (c) any and all other moneys received by Lender with respect to the Documents, the application of which has not elsewhere herein been specifically provided for, shall, except as otherwise specified in any applicable Document, be applied as follows

(i) first, to the payment of all expenses and charges, including expenses of any sale or retaking, reasonable attorneys fees, court costs and other expenses or advances reasonably made or incurred by Lender, or on Lenders behalf, under the Documents upon an Event of Default, and to the payment of, and provision for adequate indemnity for, any taxes, assessments or liens prior to the lien of Lender;

(ii) second, to the payment of all accrued and unpaid interest under the Promissory Notes or New Notes;

(iii) third, to the payment of the unpaid principal balance under the Promissory Notes or New Note;

(iv) fourth, to the payment of all other amounts due to Lender under the Documents; and

(v) last, any residue shall be paid to Borrower, or as otherwise required by law, or, directed by a court having jurisdiction.

If the proceeds and other sums described in this section 14 are insufficient to pay in full all amounts due to Lender under the Documents, Borrower shall immediately pay such deficiency to Lender.

15. Modifications, Consents and Waivers. No failure or delay on the part of Lender in exercising any power or right hereunder or under the Promissory Notes or New Notes or under any other Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power. No amendment, modification or waiver of any provision to this Agreement, the Notes or any other Document, nor consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and consented to by Lender, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

16. Notices. All notices and requests in connection with this Agreement, the Promissory Notes, the New Note or any other Document shall be in writing and may be given by personal delivery, registered or certified mail, telegram, facsimile or telex addressed as follows:

to Borrower: BBB Corporation

_________(address)

Attn: _________

and to:

BBB Corporation

_________(address)

Attn: _________

to Lender: AAA Corporation

_________(address)

Attn: _________

and to:

AAA Corporation

_________(address)

Attn: _________

or to such other address as the party to receive the notice or request shall designate by notice to the other. The effective date of any notice or request shall be five (5) days from the date on which it is sent by the addresser if mailed, or when delivered to a telegraph company, properly addressed as above with charges prepaid, or when telexed, sent by facsimile or personally delivered. Borrowers hereby agree that such notice shall be deemed to meet any requirements of reasonable notice contained in the UCC.

17. Costs and Expenses of Perfecting Security Interests and other Rights. Borrower shall pay in a timely manner all costs and expenses incurred by Lender, including the reasonable fees and expenses of legal counsel, in connection with the approval, preparation, negotiation, filing, or recording of any financing statements, pledge agreements, waivers, subordination agreements, and assignments (as well as any amendments or extensions thereto) reasonably required to protect or perfect Lenders interest in the Collateral or any other rights granted by the Documents.

18. Survival of Covenants. All covenants, agreements, representations and warranties made by Borrower hereunder shall survive the execution and delivery of this Agreement and the disbursement of any Advances made pursuant to this Agreement. All statements contained in certificates or other instruments delivered by Borrower pursuant to this Agreement shall constitute representations and warranties made by Borrower hereunder, as the case may be.

19. Binding Effect and Assignment. This Agreement, the Promissory Notes and all other Documents shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that, subject to Exhibit D hereto, Borrower may not assign or transfer its rights hereunder, or delegate its obligations hereunder, without the prior written consent of Lender, which may be withheld in Lenders sole and absolute discretion. From and after any assignment, transfer or delegation of obligation by Lender of its interest hereunder, Lender shall be released from all liability to Borrower hereunder arising after the date of such assignment, transfer or delegation of obligation; provided, however, that any assignee of Lender shall expressly assume all of the obligations of Lender hereunder. For purposes of this Agreement, an "transfer" under this Section shall be deemed to include, without limitation, the following: (a) a merger or any other combination of an entity with another party (other than a reincorporation of BBB from the State of _________(PLACENAME) to the State of Delaware), whether or not the entity is the surviving entity; (b) any transaction or series of transactions whereby a third party acquires direct or indirect power to control the management and policies of an entity, whether through the acquisition of voting securities, by contract, or otherwise; (c) in the case of BBB, the sale or other transfer of BBBs search engine business or any other substantial portion of BBBs assets (whether in a single transaction or series of transactions), or (d) the transfer of any rights or obligations in the course of a liquidation or other similar reorganization of an entity (other than a reincorporation of BBB from the State of _________(PLACENAME) to the State of Delaware).

20. Headings. Article and paragraph headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

21. Severability. The unenforceability or invalidity of any provision or provisions of this Agreement, the Promissory Notes, the New Note, or any other Document shall not render any other provision or provisions hereof or thereof unenforceable or invalid. If any rate of interest provided for herein is greater than that permitted under applicable law, such rate shall be automatically reduced to be the maximum permitted by law.

22. Additional Documents. Borrower shall at Lenders request, from time to time, at Borrowers sole cost and expense, execute, re execute, deliver and redeliver any and all documents, and do and perform such other and further acts, as may reasonably be required by Lender to enable Lender to perfect, preserve and protect Lenders security interest in the Collateral and Lenders and Lenders rights and remedies under this Agreement or granted by law and to carry out and effect the intents and purposes of this Agreement.

23. Integration. This Agreement and the other Documents shall constitute the entire agreement between the parties hereto with respect to the subject matter of this Loan Agreement and shall supersede all other agreements, written or oral, with respect thereto. In the event of any conflict between this Agreement and the other Documents, the provisions of this Agreement shall control.

24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original if fully executed, but all of which shall constitute one and the same document.

25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of _________(PLACENAME).

26. Confidentiality.

A. The parties hereby agree that all terms and conditions of that certain AAA Corporation Non Disclosure Agreement between them dated _________,_________,_________(M/D/Y), shall govern the disclosure of confidential and proprietary information made under this Agreement. In this connection, the parties hereby agree that the terms of this Agreement and any information provided to Lender hereunder shall be treated as confidential in accordance with the terms of said Non Disclosure Agreement.

B. Without having first sought and obtained Lenders written approval (which Lender may withhold in its sole and absolute discretion), Borrower shall not, directly or indirectly, (i) trade upon this transaction or any aspect of Borrowers relationship with Lender, or (ii) otherwise deprecate AAA technology.

C. Neither party will issue any press release or make any public announcement(s) relating in any way whatsoever to this Agreement or the relationship established by this Agreement without the express prior written consent of the other party. However, the parties acknowledge that this Agreement, or portions thereof, may be required under applicable law to be disclosed, as part of or an exhibit to a partys required public disclosure documents. If either party is advised by its legal counsel that such disclosure is required, it will notify the other in writing and the parties will jointly seek confidential treatment of this Agreement to the maximum extent reasonably possible, in documents approved by both parties and filed with the applicable governmental or regulatory authorities.

ORAL COMMITMENTS. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Lender: Borrower:

AAA Corporation BBB Corporation

By: _________ By: _________

Name: _________ Name: _________

Title: _________ Title: _________

Date: _________ Date: _________

EXHIBIT A

PROMISSORY NOTE

US$,_________ _________(address)

_________(M/D/Y)

FOR VALUE RECEIVED, the undersigned, BBB CORPORATION ("Maker"), hereby promises to pay to the order of AAA CORPORATION ("Lender"), at such place as Lender may designate in writing from time to time, the principal sum of _________ and No/100 United States Dollars (US$ _________) together with interest and costs as herein provided.

Interest. The outstanding principal balance of the Loan shall bear interest at the rate of _________ percent (_________%) per annum. All computations of interest shall be based on a 360 day year for the actual number of days passed.

Term/Note Maturity Date. The term of this Note shall be three (3) years. The Note Maturity Date shall be _________,_________,_________(M/D/Y).

Loan Agreement. This Note is given pursuant to the terms and conditions of the Loan Agreement, dated as of _________,_________,_________(M/D/Y) between Maker and Lender (the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Loan Agreement.

Payments of Principal and Interest. Maker shall make monthly principal and interest payments of _________ on the first day of each month during the term of this Note. Maker shall pay all remaining principal and accrued interest on or before the Note Maturity Date.

Prepayment. Maker may repay all or any portion of the amount due under this Note without premium or penalty.

Events of Default; Acceleration. Upon occurrence of an Event of Default, at the option of Lender the entire outstanding principal, interest and costs hereunder shall be immediately due and payable and shall thereafter bear interest at a rate equal to eighteen percent (18%) per annum (the "Default Rate"), until payment in full of all amounts due to Lender. Notwithstanding the foregoing, the interest paid under this Note shall never be greater than the maximum rate of interest permitted under applicable law.

Liability and Waiver. Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non exercise by Lender of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

Costs of Collection. Maker, together with all sureties, endorsers and guarantors of this Note, jointly and severally promise to pay: (a) all costs and expenses incurred by Lender, including without limitation attorneys fees, in the event that Lender consults an attorney regarding a default by Borrower, even though suit is not instituted; (b) attorneys fees, and all other costs, expenses and fees incurred by Lender, including costs on appeal, in the event that suit is instituted on this Note; (c) all costs and expenses provided for in the Loan Agreement or in any other instrument given as security for this Note and/or incurred by or on behalf of Lender in connection with collecting or otherwise enforcing any right of Lender under this Note, the Loan Agreement or any other instrument given as security for this Note; and (d) all costs and expenses, including, without limitation, attorneys fees, incurred by Lender in connection with any bankruptcy, forfeiture, insolvency or reorganization proceeding or receivership in which Maker is involved, including, without limitation, those incurred in making any appearances in any such proceeding or in seeking relief from any stay or injunction issued in or arising out of any such proceeding.

NOTICE. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.

Applicable Law. This Note shall be governed by and construed in accordance with the laws of the State of _________(PLACENAME).

Maker:

BBB Corporation, a _________(PLACENAME) corporation

By: _________

Name: _________

Title: _________

Exhibit B

Notice of Borrowing

To: AAA Corporation

_________(address)

ATTN: _________

The undersigned, BBB CORPORATION ("BBB"), hereby refers to the Software Hosting Agreement and Loan Agreement, both dated _________,_________,_________(M/D/Y), and hereby requests to borrow the sum of $ _________ pursuant to said Loan Agreement and that such funds be sent by wire transfer to the account specified in the Loan Agreement.

Pursuant to said Software Hosting Agreement, you and BBB agreed, on or about _________, that the AAA Search Engine would be increased to accommodate up to _________ hits per day, and that BBB would purchase _________ new Hosting Servers to satisfy such capacity requirement. BBB certifies that all amounts loaned by you in response to this request will be used only to purchase _________ new Hosting Servers for the cluster servicing the AAA Search Engine.

BBB further certifies that as of the date hereof: (i) all representations and warranties made by BBB under said Loan Agreement remain true; (ii) BBB is in full compliance with all of its affirmative covenants under said Loan Agreement; and (iii) no event has occurred and is continuing which constitutes an Event of Default under said Loan Agreement.

All capitalized terms used in this Notice will have the meanings ascribed to them under said Loan Agreement or Software Hosting Agreement (whichever is applicable).

BBB CORPORATION

By: _________

Printed Name: _________

Printed Title: _________

Date: _________(M/D/Y)

EXHIBIT C

PROMISSORY NOTE

US$ _________ _________(address)

_________(M/D/Y)

FOR VALUE RECEIVED, the undersigned, BBB CORPORATION ("Maker"), hereby promises to pay to the order of AAA CORPORATION ("Lender"), at such place as Lender may designate in writing from time to time, the principal sum of _________ and No/100 United States Dollars (US$ _________) together with interest and costs as herein provided.

Interest. The outstanding principal balance of the Loan shall bear interest at the rate of _________ percent (_________%) per annum. All computations of interest shall be based on a 360 day year for the actual number of days passed.

Term/Note Maturity Date. The term of this Note shall be two (2) years. The Note Maturity Date shall be _________,_________,_________(M/D/Y).

Loan Agreement. This Note is given pursuant to the terms and conditions of the Loan Agreement, dated as of _________,_________,_________(M/D/Y) between Maker and Lender (the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Loan Agreement.

Payments of Principal and Interest. Maker shall make monthly principal and interest payments of _________ on the first day of each month during the term of this Note. Maker shall pay all remaining principal and accrued interest on or before the Note Maturity Date.

Prepayment. Maker may repay all or any portion of the amount due under this Note without premium or penalty.

Events of Default; Acceleration. Upon occurrence of an Event of Default, at the option of Lender the entire outstanding principal, interest and costs hereunder shall be immediately due and payable and shall thereafter bear interest at a rate equal to eighteen percent (18%) per annum (the "Default Rate"), until payment in full of all amounts due to Lender. Notwithstanding the foregoing, the interest paid under this Note shall never be greater than the maximum rate of interest permitted under applicable law.

Liability and Waiver. Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non exercise by Lender of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

Costs of Collection. Maker, together with all sureties, endorsers and guarantors of this Note, jointly and severally promise to pay: (a) all costs and expenses incurred by Lender, including without limitation attorneys fees, in the event that Lender consults an attorney regarding a default by Borrower, even though suit is not instituted; (b) attorneys fees, and all other costs, expenses and fees incurred by Lender, including costs on appeal, in the event that suit is instituted on this Note; (c) all costs and expenses provided for in the Loan Agreement or in any other instrument given as security for this Note and/or incurred by or on behalf of Lender in connection with collecting or otherwise enforcing any right of Lender under this Note, the Loan Agreement or any other instrument given as security for this Note; and (d) all costs and expenses, including, without limitation, attorneys fees, incurred by Lender in connection with any bankruptcy, forfeiture, insolvency or reorganization proceeding or receivership in which Maker is involved, including, without limitation, those incurred in making any appearances in any such proceeding or in seeking relief from any stay or injunction issued in or arising out of any such proceeding.

NOTICE. NOTICE IS HEREBY GIVEN THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER _________(PLACENAME) LAW.

Applicable Law. This Note shall be governed by and construed in accordance with the laws of the State of _________(PLACENAME).

Maker:

BBB Corporation, a _________(PLACENAME) corporation

By: _________

Name: _________

Title: _________

EXHIBIT D

Transfer of BBB

If BBB requests AAAs consent to a transfer as described in clause (a) of Section 19 of this Loan Agreement to which this Exhibit D is appended, and AAA reasonably withholds its consent to such transfer (an "Unconsented Transfer"), then BBB will nevertheless have the right to transfer this Agreement in connection with its proposed Unconsented Transfer subject to the following conditions precedent to the Unconsented Transfer:

(i) BBB, at its sole cost and expense, and without any financing supplied by AAA, will create a separate cluster of Hosting Servers for AAA required to service AAAs reasonably anticipated needs for a period of twelve months after the commencement of operation of such new and relocated cluster (provided however that AAA will purchase, or fund (in accordance with this Loan Agreement) BBBs purchase of (whichever AAA elects) any new hosting servers beyond the Hosting Servers purchased by BBB under the Software Hosting Agreement of even date herewith necessary to service AAAs reasonably anticipated needs as set forth above);

(ii) BBB will relocate, at its sole cost and expense (including, without limitation, indemnifying AAA and holding it harmless against any and all Taxes that arise as a direct or indirect result of the relocation of the Hosting Servers), all Hosting Servers referred to in clause (i) to a location designated by AAA, in its sole discretion;

(iii) BBB, at its sole cost and expense, will provide training to AAA personnel to the extent requested by AAA, to enable such personnel to use and maintain the AAA Search Engine, and to create enhancements thereto, with reasonable competence (all as determined by AAA in its sole discretion);

(iv) BBB will grant to AAA an irrevocable, non exclusive, royalty free license to use the Product (and all required underlying BBB Technology) solely in connection with AAAs operation of the AAA Search Engine (which license shall include the right to create enhancements and other derivative works based thereon for use in conjunction therewith) for such period as AAA may require to transition its search engine services to non BBB technology (the "Transition Period"), and BBB will waive all royalties otherwise payable pursuant to the Software Development Agreement and/or the Information Services Agreement of even date herewith; for the purposes of this clause (iv), the Transition Period will commence at such time as AAA assumes control over said separate cluster and begins itself operating the AAA Search Engine, and will continue thereafter for eighteen months (18) or until the termination of said Software Development Agreement and Information Services Agreement (whichever is longer);

(v) BBB will direct the Escrow Agent to release to AAA all Confidential Materials held by the Escrow Agent, subject to AAAs agreement to use such Confidential Materials only in connection with its licensed rights under clause (iv) above;

(vi) BBB will agree to reimburse AAA for all reasonable costs incurred by AAA in transitioning its search engine to non BBB technology (whether created by AAA or by a third party); and

(vii) BBB will cause the applicable proposed assignee, transferee or delegatee of obligation of this Agreement to assume, jointly and severally with BBB, all of BBBs obligations hereunder.

AAA will cooperate with BBB and use its reasonable best efforts so as to enable BBB to satisfy the foregoing conditions precedent in a timely manner. Upon satisfaction of the foregoing conditions precedent, said Software Hosting Agreement shall be deemed terminated pursuant to Section 10.1 thereof.

Upon expiration of the Transition Period, all rights granted to AAA to use the Product (other than AAA Technology, Joint Derivative Technology and the AAA Derivative Technology) and/or any BBB Technology under the transitional license referred to in clause (iv) or otherwise shall cease, and AAA shall immediately return to BBB all Confidential Materials (and all copies thereof), provided however that, notwithstanding any provision of the Ancillary Agreements to the contrary, the undertaking by BBB to indemnify AAA and hold it harmless against Taxes as provided in clause (ii) above shall survive any such terminations.

Capitalized terms used in this Exhibit D and not otherwise defined in this Loan Agreement shall be defined in the same manner as in the applicable agreement among the following agreements between Lender and Borrower of even date herewith: Software Development Agreement; Information Services Agreement; and/or Software Hosting Agreement.

EXHIBIT E

BBB Depository Account Information

All Advances should be sent to Borrowers account by wire transfer as follows, unles

中外合资经营合同格式附英文版

第一章 总 则

中国＿＿＿＿＿公司和＿＿＿＿＿国＿＿＿＿＿公司，根据《中华人民共和国中外合资经营企业法》和中国的其它有关法律法规，本着平等互利的原则，通过友好协商，同意在中华人民共和国共同投资举办合资经营企业，特订立本合同。

【章名】 第二章 合 资 双 方

第一条 合资合同双方

合同双方如下：

1.1.“中国＿＿＿＿＿公司”（以下简称甲方）是一个按中华人民共和国（以下简称“中国”）法律组织和存在的企业法人，在中国注册，持有编号为＿＿＿＿＿的营业执照。

法定地址：

法人代表：

1.2.“＿＿＿＿＿公司”（以下简称乙方）是一个按＿＿＿＿＿国法律组织和存在的企业法人，在＿＿＿＿＿注册，持有编号为＿＿＿＿＿的营业执照。

法定地址：

法人代表：

1.3.各方均表明自己是按中国法律或＿＿＿＿＿国法律合法成立的有效法人，具有缔结本合资合同并履行本合同义务所需的全部法人权限。

【章名】 第三章 合资公司的成立

第二条 按照中国的合资企业法和其它有关法律和法规，合同双方同意在中国境内＿＿＿＿＿省＿＿＿＿＿市建立合资公司。

第三条 合资公司的中文名称为＿＿＿＿＿＿＿

合资公司的英文名称为＿＿＿＿＿＿＿

法定地址：＿＿＿＿＿＿＿

第四条 合资公司为中国法人，受中国的法律、法规和有关规章制度（以下简称“中国法律”）的管辖和保护，在遵守中国法律的前提下，从事其一切活动。

第五条 合资公司的法律形式为有限责任公司，合资公司的责任以其全部资产为限，双方的责任以各自对注册资本的出资为限。合资公司的利润按双方对注册资本出资的比例由双方分享。

【章名】 第四章 生产和经营的目的范围和规模

第六条 目的

合资双方希望加强经济合作和技术交流，从事第七条所规定的经营活动，……（根据具体情况写），为投资双方带来满意的经济利益。

第七条 合资公司生产和经营范围（略）

第八条 合资公司生产规模（略）

【章名】 第五章 投资总额与注册资本

第九条 总投资

合资公司的总投资额为＿＿＿＿＿＿＿＿人民币。

第十条 注册资本

合资公司的注册资本为＿＿＿＿＿人民币，其中：

甲方＿＿＿＿＿元，占＿＿＿＿＿％；

乙方＿＿＿＿＿元，占＿＿＿＿＿％。（如乙方以外币出资，按照缴款当日的中国国家外汇管理局公布的外汇牌价折算成人民币）