《再别康桥》英文版诗朗诵(热门20篇)

Another tourist attraction in Kaiping City is the Li Garden. It was a private residential garden built in 1926 – 1936 by an American Chinese, Xie Wei Li by name. The garden’s name “Li” was derived from the name of its owner and it gives expression to the meaning of a Chinese idiom Xiu Shen Li Ben, which is written on an archway in the garden, meaning that cultivating one’s moral and character is the key to success in one’s life and work. This idea of the owner’s is also embodied in many other inscriptions and couplets written in the garden.

The Li Garden is laid out in the way of traditional Chinese gardening but many of its structures are built in Western styles, such as the two Roman-styled structures popularly known as the Bird’s Nest and the Flower & Rattan Pavilion. The garden covers an area of 19, 600 square meters, with a man-made stream running through and cutting it into two parts, which are connected by arch-bridges. Along the stream are pavilions, a hundred-meter-long corridor, archways, residential houses and other structures.

The residential buildings in the villa area are also combinations of Chinese and Western architectural elements. While their main structures are foreign-styled, some are roofed like a Chinese palace, and inside they are decorated and furnished with both Chinese and foreign artifacts: Western fireplace and pendent lamps, Italian ceramic tiles, Chinese wooden furniture, wall paintings depicting Chinese folk stories, Chinese gilded wood-carvings etc.

The Li Garden is indeed a paragon of harmonious combination of the Chinese and foreign cultures.as a watchtower for it was located in an open land and was provided with electric generator,searchlights and guns.

Dear Bob,

I avery sorry to learn that your beautiful house suffered severe fire which was caused by firecrackers.

I really hope that all of you have naged to escape without injury and froany property loss.

Isure you st have been very ch down-hearted to experience this unfortunate accident. I offer deep syathy here. Please infor without any hesitation if you need help.

I aexpecting to your safety.

Sincerely yours,

Blair

英文版实习证明

实习报告英文版

Internship Qualification

Mr. , student from , started his one month internship at our company on 21st, July, 20xx.

During the students internship, under the guidance of our company’s , he has a preliminary understanding of the development process of , and familiar with system architecture, its related module functions and implementation methodology, as well as sales and distributions module. In addition, he put much effort into his work and study. This student never hesitates to ask senior co-workers when difficulties are met. At the same time, respecting and getting along very well with others. Showing us a very good team spirit and ability of communication and cooperation. Co-workers have all given their approval to the student who now leaves an excellent impression to the company.

Co., Ltd.

August , 20xx

实习证明

兹x大学xx学院自xx年x月xx日在我单位实习满一个月。

实习期间，在我公司指导下，初步了解发展历程，熟悉了系统架构、实施项目的方法论以及销售与分销等部分模块。实习期间，积极参与部门内部的讨论，工作表现出很好的团队精神，良好的沟通与合作能力。

特此证明。

X公司

(需加盖公章)

2019年4月25日

附件：查了一下，实习证明英文确实可以用Certification也可以用Qualifcation~ 另外一个实习证明例子:

Internship Certificate example

Human Resource Operations

Date: April 21, 20xx

TO WHOM IT MAY CONCERN

This is to certify that Miss has completed her Internship in (organizational Name)’s Finance Department starting from January 28, 201X to March 28, 201X.

Her duties included

• Checking the Credit Files and preparation of disbursement cheques for different Departments

• Monthly Bank Reconciliations of Loan Accounts

• Vouchers entry in MIS.

During her stay we found her hard-working with an aptitude for learning and ability to grasp diverse concepts quickly. She possesses a strong analytical sense, decision making ability and proved herself a team player.

We wish her best of luck for future endeavors.

Manager HR & Administration

实习证明模板一

实习证明

兹有______大学______专业______同学于______年____月____日至______年____月____日在_____公司实习 .

该同学的实习职位是______

该学生实习期间工作认真,在工作中遇到不懂的地方,能够虚心向富有经验的前辈请教,善于思考,能够举一反三.对于别人提出的工作建议,可以虚心听取.在时间紧迫的情况下,加时加班完成任务.能够将在学校所学的知识灵活应用到具体的工作中去,保质保量完成工作任务.

同时,该学生严格遵守我公司的各项规章制度.实习时间,服从实习安排,完成实习任务.尊敬实习单位人员.并能与公司同事和睦相处,与其一同工作的员工都对该学生的表现予以肯定.

特此证明.

(单位盖章)

____年____月____日

实习证明模板二

实习证明

兹有______学校____专业____同学于____年____月____日至____年____月____日在_________实习。

该同学的在本司实习职位是________。

该学生在整个实习期间工作认真，在工作中但凡遇到不懂的地方，能够虚心向富有经验的前辈请教，善于思考，能够举一反三。对于别人提出的工作建议，可以虚心听龋在时间紧迫的情况下，加时加班完成任务。能够将在学校所学的知识灵活应用到具体的工作中去，保质保量完成工作任务。同时，该学生严格遵守我公司的各项规章制度。实习时间, 服从实习安排, 完成实习任务。尊敬实习单位人员，并能与公司同事和睦相处，与其一同工作的员工都对该学生的表现予以肯定。

特此证明。

(单位盖章)

____年____月____日

实习证明模板三

实习证明

兹有________学校____同学于____年____月____日至____年____月____日在我单位进行实习。

实习期间，我单位指导其进行了相关业务知识学习和实际操作训练。________同学已经具备相关的专业技能和业务知识。

特此证明。

(单位盖章)

______年____月____日

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.

1、日出日落，月圆月缺，总叫人期待，期待一次惊喜的通话，一封意外的信件，一刻相聚的欢愉，一夕促膝的长谈，一束鲜花的清香……日后，我最爱的同学们啊，我期待的一丝喜悦都来自于你。让时间老去，让激情回归!愿事业一帆风顺，爱情甜甜美美，请带着我的期冀幸福一生!写不完的句子，但终一句话，我爱你们!

2、时光如水，匆匆一瞥，多少岁月轻描淡写。然而四年的大学生活确是这飞速流逝的时光中一个精彩的停顿，一个值得永远回味的定格。遇见你们真好。

3、雪花乱飞的季节，我们也曾陷入迷茫的困惑，感到孤独和凄凉，但我们毕竟走了过来。

4、要记住，作为南师大的毕业生，不管今后我们身在何方，我们永远都是南师的一员，永远都将代表自己的母校。

5、叶子的离开是风的多情还是树的不挽留;你我的离校是人生的催促，还是青春的不停留。

6、多年之后再读会觉得留言的人是最了解自己的人，会有一份长久的感动。所以，不要让别人帮你写留言，一定要根据对象的不同来写，这才是珍贵的留言。同学啊，让往日夕暮中那些甜蜜的低语，都埋在心底，化作美丽的记忆吧!

7、感谢美丽的校园，给予了我飞翔的翅膀;感谢亲爱的老师和同学，给予了我展翅翱翔的信心和勇气。

8、光阴似箭，岁月如梭，四年美好而艰辛的大学生活犹如漏斗中的沙石已悄然流进昨日。此时站在漫漫求学道路终点站的我心潮澎湃，思绪万千，昔日的点点滴滴，林林总总，跃然而起，历历在目。此时面对着我可爱的同学，面对着美丽的校园，我心中虽有千言万语，却只字难出。

9、光阴似箭，一转眼，4年的同窗生涯已成为过去。但教室里，还回响着我们朗朗的读书声;操场上，还留着我们奔跑矫健的身影。这里的草坪、小溪、竹亭，是我们永远依恋的百草园。

10、和大学说再见，却不跟青春道别。

11、很多年后，我们把这个夏天叫做“那年夏天”，但是那年夏天，我们曾笑得很美，很绚烂。

12 、红叶纷飞的枫林里，我们曾拥有多少回忆。那飘舞着的枫叶，将我们带进一个无比美妙的境界。

13、还记得那天晚上我们在星光下畅谈的情景吗?谈学习、理想，还有……将来即使我们天各一方，但那晚的星空我永远都会记得。

14、还记得那一天的摄影留念吗?我的瞬间意识连同闪光灯一起亮了：你的倩影留在底片上，同时也深深地烙在我的心灵里。

15、几个人用同样的钥匙，打开同一扇门。几个人用同样的目光，跟空荡的寝室说再见。

16、今天，我们是亲密的同学;明天，我们将是竞争的对手。愿友谊在竞争中更加深厚。

17、看着空荡荡的宿舍和柜子 总觉得还留下了什么 原来我留下了我对你们的思念。

18、快毕业了，真的很留恋大学四年的美好时光。我最感谢的是四年来同甘共苦的好朋友，好姐妹们。虽然还有一个月就要离开了，但是在最后的这段日子里，我相信我们能开心度过，珍惜相处的每一刻。

19、六月，充满热情季节，我们整理行囊，准备再度出发，要在前方的战场挥撒我们的智慧和才华。带着在母校四年积累的力量，传承着南师人睿智、进取的精神，我们自信满满，昂首向前。鹰击长空，我们，在路上。

20、没到离别的时候，似乎体味不到离别的艰难;到了离别的时候，却又想到了再见的艰难。亿万个偶然，使我们昔日的同学，又相聚在安大校园。相见时难别亦难，别时容易见更难。

Dear Prof. Robin,

I am writing on behalf of the English Department to invite you to give a lecture in our college.

We know that you are an expert on British literature. We would be very grateful of you could give a lecture on “Contemporary British Literature” to the English Department on Sunday, April 8. If this subject does not suit you, any other similar topic would be welcome as well.

If it is convenient for you, would you please drop me a line to let me know whether you can come or not? We could be looking forward to the opportunity to benefit from your experience and wisdom.

Sincerely yours,

Wang Hua

实习证明英文版

英文实习证明(一)

Internship Certificate example

Human Resource Operations

Date: April 21, 2019

TO WHOM IT MAY CONCERN

This is to certify that Miss has completed her Internship in (organizational Name)’s Finance Department starting from January 28, 2019 to March 28, 2019.

Her duties included

• Checking the Credit Files and preparation of disbursement cheques for different Departments

• Monthly Bank Reconciliations of Loan Accounts

• Vouchers entry in MIS.

During her stay we found her hard-working with an aptitude for learning and ability to grasp diverse concepts quickly. She possesses a strong analytical sense, decision making ability and proved herself a team player.

We wish her best of luck for future endeavors.

Manager HR & Administration

实习证明模版(二)

Practice Certificate

It is certified that finished her/his one-month practice from to in our 办(是什么?)。During the time, he/she worked hard and had a good performance.He/She kept improving his/her study in specialty and theory.On dealing with his/her work, he/she was strict with himself/herself, concerned about all the others and doing well in all his/her work. Now the practice is over.

This is our Practice Certificate

province**办 ( stamp)

实习证明

兹有 学校 同学于 年 月 日至 年 月 日在 在我办为期一月的寒假实习。期间，工作积极，成绩突出

该同学不断加强专业知识和理论知识的学习，工作中，严格要求自己，关心集体，较好地完成了各项工作，现已结束。

特此证明。

xx省xx办(实习单位盖章)

Hello everyone. My name is … I am a student of Grade eight . I am an outgoing , lovely girl and I am so welcomed by my friends and my classmates.I have a best friend, xiao hai. She is very interesting and lovely too. She often tells funny stories and always make me laugh. We often play together. I like action movies. I think they are exciting and interesting. I often go to the movies with my friends on weekends. I can aslo play the violin and have won many prizes in the competitions. I take violin lessons twice a week. It is a little hard for me but I am very happy , because I have a dream. I want to be a great violinist one day.Thank you.

I cheerful personality, stable, vibrant, warm and others, in good faith. A serious and responsible work, take the initiative to hard-working. Strong organizational capabilities, hands-on practical ability and collaborative spirit of the group, quickly adapt to the environment and integration of them.

contract no:

date:

the buyer:

the seller:

the contract, made out, in chinese and english, both version being equally authentic, by and between the seller and the buyer by the seller agrees to sell and the buyer agrees to buy the undermentioned goods subject to terms and conditions set forth hereinafter as follows:

1 name of commodity and specification

2 ry of origin & manufacturer

3 unit price (packing ges included)

4 quantity

5 total value

6 packing (seaworthy)

7 insurance (to be covered by the buyer unless otherwise)

8 time of shipment

9 port of loading

10 port of destination

mark shown as below in addition to the port of destination, package number, gross and net weights, measurements and other marks as the buyer may require stencilled or marked conspicuously with fast and unfailing pigments on each package. in the case of dangerous and/or poisonous cargo(es), the seller is obliged to take care to ensure that the nature and the generally adopted symbol shall be marked conspicuously on each package..

12 terms of payment:

one month prior to the time of shipment the buyer shall open with thebank of _______an irrevocable letter of credit in favour of the seller payable at the issuing bank against presentation of documents as stipulated under clause 18. a. of section ii, the terms of delivery of this contract after departure of the carrying vessel. the said letter of credit shall remain in force till the 15th day after shipment.

13 other terms:

unless otherwise agreed and accepted by the buyer, all other matters related to this contract shall be governed by section ii, the terms of delivery which shall form an integral part of this contract. any supplementary terms and conditions that may be attached to this contract shall automatically prevail over the terms and conditions of this contract if such supplementary terms and conditions come in conflict with terms and conditions herein and shall be binding upon both parties.

for the seller for the buyer

section 2

14 fob/fas terms

14.1 the shipping space for the contracted goods shall be booked by the buyer or the buyers shipping agent __________.

14.2 under fob terms, the seller shall undertake to load the contracted goods on board the vessel nominated by the buyer on any date notified by the buyer, within the time of shipment as stipulated in clause 8 of this contract.

14.3 under fas terms, the seller shall undertake to deliver the contracted goods under the tackle of the vessel nominated by the buyer on any date notified by the buyer, within the time of shipment as stipulated in clause 8 of this contract.

14.4 10-15 days prior to the date of shipment, the buyer shall inform the seller by cable or telex of the contract number, name of vessel, eta of vessel, quantity to be loaded and the name of shipping agent, so as to enable the seller to contact the shipping agent direct and arrange the shipment of the goods. the seller shall advise by cable or telex in time the buyer of the result thereof. should, for certain reasons, it become necessary for the buyer to replace the named vessel with another one, or should the named vessel arrive at the port of shipment earlier or later than the date of arrival as previously notified to the seller, the buyer or its shipping agent shall advise the seller to this effect in due time. the seller shall also keep in close contact with the agent or the buyer.

Historic MingYi yangzhou is located in the eastern end of the middle and lower reaches of the Yangtze river plain, in central jiangsu province, east near the yellow sea, and nantong, yancheng border; West nanjing, and -, lasting county border; In the south of the Yangtze river, and zhenjiang, wuxi across the river; Huai water in the north, adjacent to HuaiYin; In the beijing-hangzhou grand canal from north and south. Grain transportation has always been the amphibious transportation hub, north and south of the throat, subei important gateway. Yangzhou is the hometown - total -, is a city with a history of more than 2480 years, the state council released the first one of the 24 famous historical and cultural city. West suburb of yangzhou city since the six dynasties, which is a scenic resort, formerly known as cannon was, a river, qing qianlong, because around the ridge north of changchun, changchun, also known as lake. Qing dynasty poet wang kang hang has did: "chueiyang constantly meet the residual weeds, wild goose tooth hongqiao yanyan drawing, also pin a pot of gold, reason should be called slim." Hence the name of west lake.

In the near west lake shu gang mountain, the mountain temple throughout, is called "jiangnan first lingshan".

Other famous places in yangzhou has the reputation of "urban forest" he garden, a garden is famous for its four seasons rockery. It faces in the Ming dynasty "radiance JieQu". Yangzhou and the world famous grand canal, across on the west lake of hongqiao, emperor yangdi, kangxi, qianlong emperor palace ruins left by the and so on, the beauty of the yangzhou, is the treasure of jiangnan.

It is no doubt that the military training is a unforgotten experience just for it is very hard. Although it gave us so many pain, but as a saying goes, no pain no gain. I want to say, I didnt regret to join this training.

Just like the most students, I was excited and worried before the beginning, I was worried about I cant do it well so that the military officer punish me and I afraid that I cant eat and sleep well，however, the officer is very friendly, although he always pretend to be very strict to us, and sometimes he punished us with different means, but he never forgot to remind us of dressing more in case of getting ill. In spare time, he will play and talk with us friendly, all of us were very happy to enjoy this times, his warmth smile will remind our heart all the time. We got along well with each other and had our meals together silently, But it make us feel warm!

By this training，I learnt a lot, I realized that I should smile to everyday, rather than complaining!

六月来了，四年的时光，如白驹过隙，已然飞逝。似乎真的到了该说再见的时候，脑海里还清楚地记得去年的这个时候送别学长学姐们的场景，不曾想这么快我们就成了被送别的对象。正如没有人可以使自己青春永驻一样，也没有人可以阻挡时光的脚步，该来的总归是要来的。

因为大学，因为曾经的梦想，我们从五湖四海相聚在这里，在这里我们努力过，奋斗过，成功过，也失败过。四年中我们有欢笑也有泪水，经历的太多，此时此刻静下心来回首过去的点点滴滴，竟是这样的不舍，曾经是多么的渴望早点离开这个地方，真的到了离开的时候却发现自己是真的舍不得，以至于当我敲下这些文字的时候，自己的眼中始终饱含着泪水，我告诉自己不要哭，因为只有离别才可能再次相逢，我相信应该没有谁会对这段时光不留恋吧。

大学四年，我很幸运的遇到了一帮子朋友，就像来这之前他们没想到一样，我也没想到可以遇到这么多能玩到一起的兄弟姐妹。四年时间里，从心里很感激学长学姐们的关心与照顾，你们教会了我这个大胖子很多，同时还有那些我亲爱的同学们，我知道自己做的不好，但是是你们的包容与支持，我才可以一步步走下来，真的很感谢你们。未来的日子里希望大家都能好好的，毕业了，我们依然是很好的朋友，因为人生中最美好的四年是你们陪我一起走过的，感谢有你。

四年，想想很长，过起来却是如此短暂，往昔依旧，眼前重复的竟然是四年前的光景，最可怕的是，记忆丝毫没有模糊。这才重新感叹，时光荏苒。

当然，离别也许是必须的，当面对着相濡以沫兄弟般的经历了四年的磨合而形成的真挚友谊之时，自己竟然会无语凝咽，一声再见与珍重都很难出口。希望大家都会记得生命中的这四年，感谢大家的陪伴支持与帮助。虽然不舍，但离别的脚步却不因我们的挚情而停滞。谁能说离别不是一种没呢？它是我们走入社会，走向新环境、新领域的一个开端，希望大家在以后新的工作岗位上能够确定自己的新起点，坚持不懈，向着更新、更高的目标前进，因为人生最美好的东西永远都在最前方！

忆往昔峥嵘岁月，看今朝潮起潮落，望未来任重道远。我相信你们正如我相信自己，未来的日子里大家都要好好地，加油日语091，加油中工外国语！！！

Conscientious, responsible, studious, warm, steady work seriously, ambitious. Proficiency in common office software word, excel.

Easygoing and generous, cheerful, friendly, honest and humble. Hard-working, serious and responsible, hard working, conscientious, patient.

It has an affinity and approachable. Strong communication skills, good self-expression, eloquent. Nuanced observe things, the ability to detect and correct deficiencies of self.

Basic knowledge of solid, good leadership and management.

大学里的宿舍：证明达尔文进化论错误的强有力证据。男生可以去动物园，女生可以进男生宿舍。反过来却都不行。

大学里的食堂：定时高价出售“美，另外绝对免费赠送沙子、昆虫的地方。

大学里的教室：某个人的到场使他得到了满足感，而某些人的缺席也使他们得到了另外一种满足感。

大学里的广播站：食堂的联营者，在每次开饭时，广播站总会试图播一些有助于消化的音乐来使我们胃口大开。

大学里的图书馆：一个书的殿堂，在这里，书受到了如此的尊重，以至于桌子上放了书后，旁边的椅子就不能坐人了。

大学里的外语广场：一个练习外语的地方，以前叫外语角，云南大学首先采用了这个名字。顾名思义，一个广场有四个角，即：英语角，普通话角，云南话角，以及海南话角。

大学里的篮球场：这不是踢足球和谈恋爱的地方嘛!当然也是可以用来扔扔篮球的。

大学里的周末：逃课休整期。

大学里的舞厅：一个最拥挤的活动场所。跳舞本身是纯洁的，但是邪恶的人都喜欢它。

大学里的复习：就是快速学习，在一两天之内把本该一个学期学的东西学会。

大学里的考试：一场知识与愚味、正义与邪恶、厄运与勇气、诚实与阴险的较量。

大学里的四六级考试：全世界规模最大的考试，第一部分：象坐电椅一样，头戴一个接收装置，接收一些不知来自哪个星球的话;第二部分：写关于这个星球的一些看法。

大学里的假期：计划落空的期间。在这期间里所做的下学期的计划也要落空。

大学里的找工作：一个从理想主义者到现实主义者的转化过程。

大学里的大学毕业证：社会大学的入学通知书。

Dear Dr. Anderson，

Mr.Li Quanzhi who has just returned to China from your university informed that you are considering the possibility of offering a Chinese language course to your students in the next academic year and may have an opening for a teacher of the Chinese language. I am very much interested in such a position.

I have been teaching Chinese literature and composition at college level since 1980. In the past three years， I have worked in summer programs， teaching the Chinese language and culture to students from English-speaking courtries. As a result， I got to know well the common problems of these students and how to adapt teaching to achieve the best results.

With years of intensive English training， I have no difficulty conducting classes in English and feel queit comfortable working with American students.

I will be available after February 20xx.Please fell free to contact me if you wish more information. Thank you very much for your consideration and I look forward to hearing from you.

Sincerely yours，

Hello, everyone

Im Dai __ from __ travel agency. Call me "Dai Dao". In the past few days,I will take you to visit the scenic resort Huangguoshu waterfall. During thetour, please recognize the sign of the guide flag to avoid following the wrongteam. If you have any problems or requirements, please try to put forward them.I will try my best to solve them. Finally, I wish you all have a good time, eatwell and live comfortably.

Huangguoshu waterfall is the largest waterfall in China and one of the mostfamous waterfalls in the world. In November 1982, Huangguoshu waterfall wasapproved by the State Council of the peoples Republic of China as a nationalkey scenic spot. Why is this waterfall called Huangguoshu waterfall? It is saidthat farmers near the waterfall used to grow Huangguoshu for a long time. Thereis a large yellow orchard beside the waterfall, so this waterfall is calledHuangguoshu waterfall. Huangguoshu national key scenic spot is located in thesouthwest of Guizhou Province. It is one of the first batch of national keyscenic spots and the first batch of AAAA grade tourist areas assessed by thestate. It is 128 kilometers away from Guiyang, the capital of Guizhou Province,and 45 kilometers away from Anshun, the central tourist City in the West. Thereare Yunnan Guizhou railway, Zhuzhou Liupanshui double track railway, Huangguoshuairport, 320 National Highway and Guiyang Huangguoshu high-grade highway runningthrough the whole area The newly built Qingzhen Huangguoshu Expressway goesdirectly to the scenic spot! "

You see, Huangguoshu waterfall has arrived. You see, this is the mostfamous waterfall in China. Huangguoshu waterfall is 77.8 meters high and 101.0meters wide, surrounded by 18 waterfalls of different sizes and styles, forminga huge waterfall "family". It is rated as the largest waterfall group in theworld by Guinness headquarters, and listed in Guinness records. Huangguoshuwaterfall is the most spectacular waterfall in Huangguoshu waterfall group. Itis the only waterfall in the world that can be viewed from up, down, front,back, left and right. It is also a waterfall that has water curtain cave and canbe heard, viewed and touched from inside and outside.

Handsome guys, beautiful girls, "water curtain cave" has arrived, pleasetake your valuables with you. The water curtain cave is 134 meters long andconsists of six windows, three Gudong springs and six passages. You should befamiliar with this. The scene of Shuiliandong in the large-scale TV seriesjourney to the West adapted from Chinese fairy tales was shot here. I hope youwill hold up your camera, take a picture of Huangguoshu waterfall, keep it inyour memory and publicize it to more people, because Huangguoshu waterfall isthe pride of China!

Dai Dao, I want to say goodbye to you. As the saying goes, "its hard tosee each other, but its also hard to leave each other" and "its different tosend you a thousand miles away.". Ill be your guide next time. Finally, I wishyou a safe journey! Happy family! Good health!

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

hello, my professors.it’s a fine day today,and i’m very pleased to meet you here.first of all,i’d like to introduce myself to you.my name is ,my hometown is ,which is a really beautiful city.even when i was a young boy,i was very interested in accounting .every one may have a dream,and i still remember that my dream is to be a accountant .still today i think that interest is the best teacher in one’s whole life (and knowledge comes from practice).

second, i will introduce my major .my major is accounting in university.and my major,which lays more stress on practical use, seems to be at the end of it.when both of them interact well enough,the discovries and theories in biology science can be soon turned into products in all of the modern industry.

four years’ university education gives me a lot of things to learn,a lot of chances to try,and a lot of practices to improve myself.it teaches me not only what to study and how to think,but also to see the importance of practical ability (such as doing expriment as much as possible). in the university life,i have made many good friends.they help me improve my study and research ability, do ererything just like a man,and often give me good example to follow.

besides what i have introduced myself above,i also have many interests in my spare time.i like playing football,which is an effective way i think to improve my body health,and it can teach me how to join in a group and deal with other people.drawing and writing is another favor to me.above all,i choose the major in order to broad my view in accounting ,and enhance my research ability.i will do my best to join the new group and be good at postgraduate study.

英语学习计划(英文版)

英语学习第一步,从做好计划开始，下面是英语学习计划，英文版还有翻译哦，希望大家会喜欢。

Plan for English Learning

I’m a middle school student. I love English, but it’s hard for me. Now I have a good plan to learn English。

I have a pronunciation problem. I can’t pronounce so well. So I plan to listen to the tape and read after it. I can’t read English passages quickly and can’t write a passage clearly. Now I plan to read more and practice writing often. As for listening, sometimes I can’t understand what others are saying. So I plan to improve myself by listening to the radio and TV. Grammar is the most difficult for me. I have no idea of it, but I think my English teacher can help me with it。

With this English-learning plan, I’m hoping for great progress。

英语学习计划

我是一名中学生。我喜欢英语，但是对我来说却很难。现在我有一个很好的英语学习计划。

我的发音有点问题。我发音不好。所以我打算听磁带并跟读。我不能快速地阅读英语文章，也不能清清楚楚地写文章。现在我计划看多些书，经常练习写作。至于听力，有时候我无法理解其他人在说什么。所以我打算通过听收音机和电视来提高我自己。对我来说语法是最难的。我都不知道怎么办，不过我觉得我的英语老师能够帮助我。

有了这个英语学习计划，我希望能取得很大的进步。