17173. COM STOCK PURCHASE AGREEMENT

17173. COM STOCK PURCHASE AGREEMENT, dated November 14, 2003, by and among SOHU. COM LIMITED, a company incorporated in the Cayman Islands, the registered office of which is situated at Walkers SPV Limited, Walker House, Mary Street, PO Box 908 GT, George Town, Grand Cayman, Cayman Islands (the "Purchaser") on the one hand, and NETDRAGON WEBSOFT, INC., a company incorporated in the British Virgin Islands, the registered office of which is situated at 3387, Road Town, Tortola, British Virgin Islands (the "Seller"), on the other hand.

WITNESSETH:

WHEREAS, Kylie Enterprises Limited, a company incorporated in the British Virgin Islands under the International Business Companies Act, the registered office of which is situated at Trident Trust Company (B. V. I.) Limited, Trident Chambers, P. O. Box 146, Road Town, Tortola, British Virgin Islands (the "Company"), is the owner of the website known as 17173. com (the "Website"); and

WHEREAS, the Seller beneficially owns all of the outstanding capital stock, share capital and equity securities of the Company (the "Shares"); and

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, all of the Shares for the consideration and on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
Purchase and Sale of Shares.

Section 1.1 Sale of Shares. Subject to the terms and conditions of this Agreement, the Seller shall at the Closing sell, transfer, convey, assign and set over ("Transfer") to the Purchaser, and the Purchaser shall at the Closing purchase and acquire from the Seller, all of the Seller’s right, title and interest in and to the Shares. In furtherance of the foregoing, the Seller shall at the Closing Transfer record ownership of the Shares to the Purchaser, and execute one or more stock powers, endorsements or assignments as the Purchaser may reasonably request.

ARTICLE II
Purchase Price.

Section 2.1. Payments. In consideration of the Transfer to the Purchaser of the Shares at the Closing and of the other representations, warranties and covenants herein, the Purchaser shall pay to the Seller US$20,500,000 in cash, of which:

(1) $250,000 has already been paid to the Seller in the form of a deposit to be credited at Closing to the Purchaser’s account;

(2) US$20,250,000 (the "Remaining Consideration") shall be paid to the Seller at the Closing by wire transfer of immediately available funds.

Section 2.2 Distribution by Seller. Of the Remaining Consideration, approximately US$500,000 will be distributed by the Seller to its employees (the "Distribution"). Seller shall determine in its sole good faith discretion how the amount distributed will be allocated to the Designated Employees (as defined in Section 8.7) and all such payments shall be made by the Seller directly to employees within thirty (30) days of the Closing. Following the distribution, the Seller shall provide the Purchaser with the following information:

(i) the names of any Company employees who received distributions in accordance with the foregoing and

(ii) the amount distributed to any Company employee. In addition, the Seller agrees that it will inform any Company employees who receive distributions under this Section 2.2 that such distributions were funded by both the Seller and the Purchaser. The Purchaser shall have no responsibility or Liability with respect to the Distribution.

ARTICLE III
Closing.

Section 3.1 Closing Date. The closing of the transactions contemplated hereby (the "Closing") shall be held in Beijing, China, on the Closing Date, and shall be effective as of 12:01 a. m. local time on the Closing Date. All matters at the Closing shall be considered to take place simultaneously. As used herein, the term "Closing Date" shall mean the date which is two Business Days after all of the conditions in Article IX have been satisfied (or waived in writing by the party entitled to provide such a waiver), provided that the Closing Date shall not be later than November 25, 2003, unless the parties hereto mutually agree otherwise in writing.

Section 3.2 Documents of Conveyance, Etc. The Seller and the Purchaser shall deliver to each other at the Closing such certificates, consents, approvals, agreements, and documents relating to the transactions contemplated by this Agreement as are set forth on Schedule 3.2 hereto (collectively with this Agreement, the "Closing Documents"). Each party further agrees that at or subsequent to the Closing, upon the written request of the other party, it will promptly execute and deliver or cause to be promptly executed and delivered any further assignment, instruments of transfer and bills of sale or conveyances reasonably necessary or desirable to vest fully in the Purchaser all of the Seller’s right, title and interest in and to the Shares.

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