《再别康桥》英文版诗朗诵（通用20篇）

I am fine style, others with sincerity, good personal relations, doing things calm and steady, reasonable overall arrangement can live in the transaction.

Have strong logical way of thinking about things serious and responsible, able to endure hardship involved, have a strong sense of responsibility and team spirit; confident, optimistic, with a certain sense of innovation.

Today, my mother and I came to yichang.

First of all, we live in the longquan mountain villa. The scenery here is good, is across the Yangtze river and the lower LaoXi, xiling gorge.

The next day, we went to the gezhouba dam. Let me introduce the Yangtze river gezhouba: Yangtze river gezhouba water conservancy hub project, is the first river in our country, the first large scale hydropower projects built on the Yangtze river. The project and its permanent equipment all by our country.the design, construction, manufacturing and installation.

The gezhouba project is located in the Yangtze river three gorges export, in yichang, hubei province. After the Yangtze river the three gorges ends at nanjinguan, suddenly open, river by broadening abruptly three hundred meters to three hundred meters. The gezhouba and by the river on the river xiba two island is divided into three shares, from right to left, referred to as the great river, jiang and the sanjiang, respectively. Great river is the main channel of the Yangtze river, navigable all the year round, two jiang and the sanjiang only in the flood water. Gezhouba water conservancy hub is built in which.

The gezhouba project is mainly composed of locks, power plants and discharging sluices, sluice and the water retaining structure.

Dam, the dam, 47 meters high total length of 2595 meters, control river basin area of 100 square kilometers, the total capacity of 1.58 billion cubic meters. Excavation backfilling conditions of 111.3 million cubic meters, the whole project of eleven million one hundred and thirty thousand cubic meters of concrete, the installation of metal structure of 77500 tons.

The gezhouba project building three locks in the three rivers and river, in one way through capacity of 20 million tons recently, forward is up to 50 million tons. 2, no. 3 shiplock head bay bridge set activity. Crest road and rail. In rivers and two each a massive runoff hydropower station, a total of 21 sets, total capacity of 2.71 million kilowatts, the average annual output of 14.1 billion degrees. A discharge sluice in two massive, three rivers and river each building a sluice, all open, is safe to vent in the history of the Yangtze river flood largest 110000 cubic.

Gezhouba dam construction in two phases.

First phase of the gezhouba water conservancy construction in the three rivers and two river. One phase of the project includes two river power plant, discharge sluice and sanjiang 2, 3 two locks, sluice and so on five big buildings and other water retaining structure.

Yangtze river gezhouba water conservancy construction, not only for industrial and agricultural production to provide strong power in central China, and effectively improve familiar gorge channel, at the same time for the construction of the Yangtze river three gorges water conservancy hub project, Chinas largest accumulation of test, improve technology, training team.

On the third day, we visited the worlds largest water conservancy hub project, the three gorges.

The three gorges project mainly include blocking river dam, hydropower station, such as lock composed of three parts.

We went to visit the Yangtze river three gorges project target figure and original geomorphological map to recognize the three gorges dam site of three gorges project being built at zhongbaodao island as "hard granite rock mass", is the most ideal to build the dam dam site.

And I looked at the three gorges project night scene graph, the three gorges of the night view is very beautiful!

We really great, even the waves of the Yangtze river can be under control.

Yandang Mountain, locating in Yueqing Wenzhou City Zhejiang Province, is ofthe first group of national important scenic sites and it is considered as oneof ten famous mountains in China. The name "yandang" comes from the lake ofbeautiful view on the top of the mountain and where the spreading reed, and thewild geese come and live here in autumn. Yandang Mountain, famous for its peaks,screen-like peaks, caves and waterfalls, is a mountainous natural resort onseaside. With the good reputation of "the famous mountain in the sea", "theemperor of mountains" it was called as "The First Mountain in Southeast China".With abundant and rich culture, it was set afoot in South and North Dynasty, anddeveloped in Tang Dynasty.

Yandang Mountain was formed 120 million years ago. It is a typical ancientrhyolite volcano with area of 450 square meters in total, 550 scenic sites and 8scenic zones included. Lingfeng Peak, Lingyan Rock and Dalong Qiu Waterfall arecalled as "Three Famous Scenic Sites of Yandang Mountain".

Yandang Mountain has its special features, "it can stand scrutiny indaytime, and it can thrill with joy at night", "Different positions, differentsceneries" and "Tasting seafood while watching landscape". All of these are thethree features which are different from other famous mountains.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

To the north further is rear courtyard called Yuhua Garden.

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

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

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

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

新学期计划英文版

The New Terms Plan

The new term is coming.I am excited..I will be in eight grade next term.

I will be more hard-studying in next term.And I will pay more attention to study math and physics.In order to be more and more healthy and strong.I will do more exercise next term.In the new term,I will know more focus of the world because I will read more newspaper.

I hope the new term will come sooner.

Hello，everyone!

My name is is my English name，which is also the name of my idol.Im a recommended student from CCFLS，in which I have studied for six years.During the time I stayed there，Ive learned a lot from the teachers who I must thank sincerely.Another school in my life is my family.1990 witnessed me born in a happy family.I was treated as the apple of my family members eyes since childhood.Genuineness，perseverance，conscientiouness，the urge for improvement are the characters my family gives me.Today，but for their support，I would not be this confident.Many thanks to my family.I love them all.

Im an optimistic，energetic，outgoing，active，humorous girl with any amount of hobbies，such as listening to music and writing my blog.What deserves to be introduced is my blog on sina，which takes me a lot of pains.Its without much gaudy decorations，but many articles which are really worth reading.The website address is here.Yourprensence and guidance are requested.

Unlike many other girls，Im quite good at sports.Swimming，skating，basketball，volleyball，badminton，table tennis and etc. are my preferences.In spite of my height，I have a good jumping capacity.Due to this，Im the captain of the female basketball team and the principal member of the female volleyball team in our school.Inaddition，Im fond of playing chess.Ive got a silver medal when I was a child.Futhermore，Im a very versatile girl.Piano and clarinet are my forte.They all get the ninth level.Besides，Im a good organizer and leader in the school activities.I organized many English speech contest，also took a part in it and ranked among the best.Especially，I directed an English play called“the sound of music”，which is a gorgeous success，so that every audience spoke highly of it.Im very proud of that.

To conclude，Im sure I wont let you down.I hope that you can give me a chance to study in Xiamen University，which is the shrine in my mind， and Ill give you much glory in return. Thats all.Thank you for your attention.

Wenzhou, located in the southeast coast of Zhejiang, is the economic,cultural and transportation center of southern Zhejiang. The city now governsLucheng, Longwan and Ouhai districts, Ruian and Yueqing cities, and Dongtou,Yongjia, Pingyang, Cangnan, Wencheng and Taishun counties, with a total area of11783 square kilometers and a total population of 7 million. Wenzhou is locatedin the middle of Chinas golden coastline, with developed transportation andcommunication. Wenzhou airport has opened 42 domestic routes and regional routeswith Hong Kong and Macao. Wenzhou Railway Station is the terminal of Jinwenrailway, the first joint-stock railway in China. Passenger trains can directlyreach Beijing, Shanghai, Nanjing, Hangzhou and other major cities in China.Wenzhou port is a comprehensive natural port integrating estuary port and bayport. It is the throat of goods import and export in southern Zhejiang andNorthern Fujian. The total mileage of existing highways in Wenzhou City is 4111km. Highway transportation extends in all directions. National highway 104 and330 run through the north and south. The Wenzhou section of HeilongjiangTongjiang Hainan Sanya expressway is under construction.

Since the Third Plenary Session of the Eleventh Central Committee of theCommunist Party of China, Wenzhou has combined the partys reform and opening-uppolicy with the local reality, carried forward the spirit of "independentreform, self risk, self-improvement and self development", took the lead incarrying out market-oriented reform, and walked out an economic development pathwith distinctive regional characteristics. Its development has gone throughthree stages: the first stage is the early stage of reform and opening up.Wenzhous economy started from family industry, developed a variety of economiccomponents, solved the problem of economic aggregate, and formed a pattern of"small commodities and large market"; In the second stage, after the mid-1980s,with capital, talents and technology as the link, family industry was guided tojoint-stock cooperation, and joint-stock cooperation economy was vigorouslydeveloped, which played the role of "small capital and large radiation"; Thethird stage is after 1992. Inspired by Deng Xiaopings southern tour talk andthe spirit of the 14th National Congress of the Communist Party of China, thesecond pioneering work with the core of comprehensively improving the economicquality has been carried out. The reform and construction of the whole city hasentered a new stage, creating a state of "small region and greatdevelopment".

Wenzhou is rich in tourism resources. It has two national scenic spots ofYandangshan and Nanxijiang, two national nature reserves of wuyanlin and Nanji,seven provincial scenic spots and eight municipal scenic spots. The area oftourist attractions accounts for more than 1 / 5 of the total land area of thecity.

, student from , started her internship in planning department of on , and ended on, .

During the students internship she put much effort into her work and study. She had been proficient at thinking and solving problems and applying the methods to working out those alike. This student never hesitated asking senior co-workers when difficulties are met. The student also does well in putting academic theories into practice, guaranteeing the quality and quantity of the work done. At the same time, the student adheres to the companys rules. Respecting and getting along with others well, co-workers have all given their approval to the student who now leaves an excellent impression to the company.

Now the student in my company has already concluded, this is to certify that.

(Valid with a stamp)

,

This is the first journal of the college English, Im not sure what to talk about. With a little moments consideration, I would like to type down something about my university life.

As I firstly entered the campus, it was not a pleasant journey. Because of the heavy rain, my baggage got terribly wet, which took me a whole day to wish and dry them. And then came the Freshman Military Training. Though it was exhausted and awful, it was still meaningful in someway I think. Fortunately, the military training finished in 3 weeks and finally we got into main subject, our real university life.

If someone ask me "How do you think of your university life? " Now, I would reply with "different "and "challenging "without hesitation. As I have been in university for a week, I get to realize university life is so much different from what I thought before. When I was busy with the College Entrance Exam, I thought the university means less pressure, fewer subjects, more freedom, more spare time and a lovely girlfriend. I once fancied I could see wind blows woods and takes the noisy of birds away. I once fancied I could share sweet sunshine and peaceful air with a girl. I once fancied I could only spend 30% of a day studying, and the rest 70% is my own. But now, I find I have to preview, review and practise for 70% of a day, and hurry to sleep for the other 30%. In university, fewer subjects stands for more difficult knowledge, meanwhile, more spare time means wider knowledge area. Just like what a fellow student say, "In the NPU, you pay one persons fee, learn two personal majors, do three peoples homework and beat against seven men to win a love. "

And I think, in university, its a kind of chance to get more knowledge, eat more snacks, spend more money, try more new things and say good-bye to my teenage life to get ready for another big world.

英文版出差学习报告模板大全

Take a report by the academic department of an association.Follows should be pay attention to：

1）the immediate schemes

2）detailed information such as dates，related persons and numbers

WORK-IN-PROGRESS REPORT FOR THE MONTH OF MARCH，20xx

From：Anny lee， Head ，Academic Department

To：Mr Ng sik-hung，Chairman Shang Hai Evergreen Association

Ref：0091963

Date：2 April 20xx

Ⅰ.Shang Hai Secondary School

1.The number of students for the month is：Form 1：329，Form 2：300，Form 3：500，Form 4：238，Form 5：234

2.The week starting from 17 March 20xx was scheduled as a “week”。

3.Mental consult was scheduled to be March offered 20xx in the School Hospital within the period 29 to 1 May 20xx.The persons in charge of the program would be staff of the Mental Health Society.

Ⅱ.Academic exchange

1.As one of the initiators，the Association has agreed to host the seminar“The fostering of talented personnel in Mainland China”，to be held on 3 May 20xx in Shang Hai. 第 一范文§网整理该文章……

2.The Chairman has agreed to give a talk on behalf of the Association in a seminar on the exchange of talented personnel within South East Asia，which is scheduled to be held on 1 July 1997 in Tokyo.

Good morning, my name is , i would like to answer whatever you may raise, and i hope i can make a good performance today, eventually eoll in this prestigious university in september. Now i will introduce myself briefly,i am 21 years old,born in heilongjiang province ,northeast of china,and i am curruently a senior student at beijing uni.my major is packaging engineering.and i will receive my bachelor degree after my graduation in june.in the past 4 years,i spend most of my time on study,i have passed CET4/6 with a ease. and i have acquired basic knowledge of packaging and publishing

both in theory and in practice. besides, i have attend Several packaging exhibition hold in Beijing, this is our advantage study here, i have taken a tour to some big factory and company. through these i have a deeply understanding of domestic packaging industry. compared to developed countries such as us, unfortunately, although we have made extraordinary progress since 1978,our packaging industry are still underdeveloped, mess, unstable, the situation of employees in this field are awkard. but i have full confidence in a bright future if only our economy can keep the growth pace still. i guess you maybe interested in the reason itch to law, and what is my plan during graduate study life, i would like to tell you that pursue law is one of my lifelong goal,i like my major packaging and i wont give up,if i can pursue my master degree here i will combine law with my former education. i will work hard in thesefields ,patent ,trademark, copyright, on the base of my years study in department of p&p, my character?I cannot describe it well, but i know i am optimistic and confident. sometimes i prefer to stay alone, reading, listening to music, but i am not lonely, i like to chat with my classmates, almost talk everything ,my favorite pastime is valleyball,playing cards or surf online. through college life,i learn how to balance between study and entertainment. by the way, i was a actor of our amazing drama club. i had a few glorious memory on stage. that is my pride.

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，

各位亲爱的游客们，今天是我带你们游览沈阳故宫。我姓王，你们可以叫我王导。

沈阳故宫又称后金故宫、盛京皇宫。始建于公元1625年，是清朝皇帝入关前建造的皇宫，现已辟为沈阳故宫博物院。沈阳故宫是国家重点文物保护单位，与北京故宫构成了中国仅存的两大保存完整的明清皇宫建筑群。

现在我们来到的是大政殿。大政殿是一座八角重檐亭式建筑，俗称是八角殿。始建于1625年，是清太祖努尔哈赤营建的重要宫殿。它也是是盛京皇宫内最庄严最神圣的地方。初称大衙门，1636定名笃恭殿，后来由改成大政殿。八角重檐攒尖式，八面出廊，其下为须弥座台基。殿顶满铺金光闪闪的黄琉璃瓦、金龙蟠柱，镶绿剪边，美丽极了!正中间是火焰珠顶，宝顶周围有八条铁链各与力士相连。殿前两明柱各有金龙盘柱，殿内为梵文天花和降龙藻井。看!殿内还设有宝座、屏风及熏炉、香亭、鹤式烛台等。大政殿是当时用于举行大典，如皇帝即位，颁布诏书，宣布军队出征，迎接将士凯旋等。此殿曾经作为清太宗皇太极举行重大典礼及重要政治活动的场所。1644年皇帝福临在此登基继位。

现在在我们面前这座楼，就是著名的凤凰楼。凤凰楼建造在4米高的青砖台基上，有三层，三滴水歇的山式围廊，楼顶铺了金光黄琉璃瓦，镶绿剪边。此楼为盛京最高建筑，故有《盛京八景》之一“凤楼晓日”、“凤楼观塔”等传称。凤凰楼上藏有乾隆御笔亲题的“紫气东来”匾。

这座是文溯阁。文溯阁建于1782年。专为存放《文溯阁四库全书》而建，另有《古今图书集成》亦存于阁内。是沈阳故宫西路的主体建筑，建筑形式是仿照浙江宁波的天一阁的样子建的。面阔六间，二楼三层重檐硬山式，前后出廊，上边盖黑色琉璃瓦加绿剪边，前后廊檐柱都装饰有绿色的地仗。所有的门、窗、柱都漆成绿色。外檐上的彩画也以蓝、绿、白相间的冷色调为主，这与其它宫殿红金为主的外檐彩饰迥然不同。其彩绘画题材也不用宫殿中常见的行龙飞凤，而是以“白马献书”、“翰墨卷册”等与藏书楼功用相谐的图案，给人以古雅清新之感。采用黑色琉璃瓦为顶，主要是为了使整座建筑外观风格相统一。 在文溯阁后面，有抄手殿廊连接着仰熙斋，斋后为九间房，其中有芍药圃、梧桐院等。这是乾隆皇帝“东巡”时的读书之所。

各位游客，今天的游览告一段落，请跟我回旅店修养好精神。明天还是由我王导带领大家游览沈阳故宫的其他地方。

Good morning, dear professors.

Thank you for giving me the opportunity to have this interview.

I am 姓名，graduating from the Department of 专业 at 大学 University. Born into a middle-class family in 城市，省份，I have been influenced by my father’s keen interest in 学科. He teaches 学科 in a University and always tells me a lot about 学科内容.

Therefore, when I was a little kid, I enjoyed reading stories about the 学科.

That’s why I decided to take 学科 as my major in university.

I am open-minded, quick in thought and very fond of 学科. In my spare time, I have broad interests like many other students. I like reading books, especially those about 学科.I also like English very much, and have pass CET-6 this last year, but I do think there’s still a long way to go, so I won’t give up my English study, and I’ll keep improving my oral and listening ability. Thank you very much for your time and attention.

我们此次游览的景点是世界文化遗产、国家4A级景区、国家重点文物保护单位——沈阳故宫。首先呢，我们一齐来看一下沈阳故宫的平面图。

沈阳故宫始建于公元1625年。先后经过三次大规模建设，构成了东、中、西三路格局。然后东路建立于清太祖努尔哈赤时期，主要建筑是大政殿和十王庭;中路建于清太宗皇太极时期，主要的建筑是大清门、崇政殿、凤凰楼、清宁宫;西路呢，建于清乾隆年间，主要建筑是戏台、嘉荫堂、文溯阁和仰熙斋，它因存放《四库全书》而闻名。那么作为我国现存最完好的两座古代帝王宫殿之一呢，沈阳故宫与北京故宫遥相呼应，却又有着截然不一样的建筑风格。此刻呢我们就来领略一下昔日皇宫的风采。

首先我们看到的是中路建筑的大清门，它俗称午门，也就是沈阳故宫的正门。是当时文武群臣候朝的地方，也是清太宗皇太极理解群臣谢恩之处。那么这座门为什么叫做大清门呢?正统的说法是清朝的国号为清，皇宫的正门就是国门，所以称为大清门。还有一个传说，这座木门呢在建成之后呢并没有名称，只是叫做大门。之后，皇太极改国号为大清，听说北京明朝皇宫的宫门叫大明门，然后于是为了体现针锋相对，就将此门命名为大清门。

我们穿过大清门，此刻正面的建筑就是崇政殿。崇政殿原名“正殿”，俗称金銮殿。崇德元年定名为崇政殿。它是皇太极日常处理军政要务、接见外国使臣和边疆少数民族代表的地方。

我们能够看到崇政殿为五间九檩硬山式建筑，殿顶铺黄琉璃瓦，镶绿剪边，那么请各位游客注意的是殿顶的琉璃瓦，有去过北京故宫的朋友必须会清楚地记得北京故宫的琉璃瓦是黄色的，接下来是而沈阳的琉璃瓦是黄色镶绿剪边。那么这是沈阳故宫与北京故宫的重要差别之一。

我们走上月台。那么在月台两侧分别有用于计时的日晷，和用于存放标准计量单位的嘉量亭。我们看到在月台上呢还设有四口大缸，那么大家明白它们是做什么用的吗?那我告诉大家吧，他叫做“吉祥缸”古代称它是“门海”，是皇宫中重要的防火设施，象征缸中水多似海，能够镇火灾。

我们走上须弥座。抬头看上方的牌匾是用满文和汉文书写的“崇政殿”。请游客看左边的满文，我们有个形象的比喻“中间一根棍，两边都是刺，加上圈和点，就是满文字儿”。那么沈阳故宫的牌匾都是满文在左，汉文在右。而北京故宫的牌匾都是汉文在左，满文在右。那么这是沈阳故宫与北京故宫的差别之二。

我们抬头看崇政殿内上方悬挂的“正大光明”匾额，是由顺治皇帝手谕的。下方呢是皇帝的宝座，据说宝座上绘制雕刻有8条金龙，再加上坐在宝座上的真龙天子，正好是中国古代最大的阳数九条龙。此刻崇政殿呢，我们就游览到那里。

眼前的雄伟建筑呢，就是凤凰楼。它建在3。8米高的青砖台基上，为三层歇山式建筑。它原名翔凤楼，是皇太极休息、宴会和读书之所。我们看到正门上方悬挂的“紫气东来”横匾呢，然后是由乾隆皇帝手谕的。意思是大清朝国运强盛的福气是从东方的盛京传来的。那么凤凰楼不仅仅是当时后宫的正门，又是当时盛京城的最高建筑，所以有“凤楼晓日”之称，并被列为盛京八景之一。传说呀当年站在凤凰楼上就能够看到抚顺城呢。

穿过凤凰楼呢我们来到了一处院落，此处呢就是皇太极的后宫所在。我们正面的是皇太极的中宫“清宁宫”。它原名正宫，是沈阳故宫中最具满族住宅特色的建筑。然后我们能够看到它的门呢开在靠东的一侧。形如口袋，所以称为“口袋房”。东一间呢是皇太极和孝端文皇后博尔济吉特氏的寝宫，又称暖阁。寝宫分为南北两室，各有火炕又称龙床。1643年，皇太极就在那里‘端坐无疾而终’，终年52岁，后葬于昭陵。那么在东侧第二间的窗下呢，设有两口大锅，它是用来干什么的呢?我来解释一下，这两口锅是用来祭祀的。满族人信奉萨满教。人们将热酒灌进猪的耳朵，如果猪耳朵有晃动即表示神灵已经接收该祭品。如果不动，则表示神灵不满意，则本次祭祀活动不能在进行下去了。然后是那么猪由于受到刺激就会摇头，满族人认为此时的猪已经通神，成为连接天地的媒介。于是呢就将猪宰杀后洗干净，切成大块，放入北侧的两口大锅里清水煮熟，那煮熟的肉呢就饿放入木槽中供奉给神灵享用，然后再分给参加祭祀的人们，称为“吃福肉”，满族人相信吃了福肉，福气就会降临到每个人的身上。

那么我们此刻来到西一侧的房间，西侧呢三间通连，北、西、南三面搭成相连的环炕，称为“万字炕”，那里既是皇帝举行内宫便宴之处，也是满族巫人萨满为皇帝和国家祈神的地方。

清宁宫与汉族建筑不一样的地方还在于它的烟囱建在屋后，而且是从地面向上垒起的。一会我们在绕道后面看这个烟囱。清宁宫的这种“口袋房，万字炕，烟囱建在地面上”的建筑特点具有满族特有的民族风格。

我们出了清宁宫呢，大家看到的这其他四座寝宫分别是：关雎宫、麟趾宫、衍庆宫、永福宫。我们下方逐一参观。

关雎宫是皇太极一生中最宠爱的宸妃——海兰珠的寝宫。海兰珠是中宫皇后的亲侄女，永福宫庄妃的亲姐姐。海兰珠嫁皇太极时已经26岁，但皇太极却对海兰珠有着很深的感情。海兰珠由于亲生的八皇子早逝，终日郁郁寡欢，在崇德六年病逝。在他死后两年，皇太极也去世了，据说皇太极的早逝与两年前宸妃的病逝有着密切的关系。

这是衍庆宫，是皇太极淑妃的寝宫，其女，被皇太极嫁给多尔衮为妻

这是麟趾宫，是皇太极贵妃娜木钟的寝宫，其子博果尔曾在皇太极死后成为福临皇位的最大竞争者。后成为朝中重臣。

我们最之后看看皇太极后妃中地位最低的永福宫。永福宫是庄妃博尔济吉特氏的宫室。若论及对清政权的影响，庄妃的作用远远超过了其她四位后妃，被后人评价为清朝历史上最有作为的后妃。庄妃也是中宫皇后的亲侄女，关雎宫海兰珠的亲妹妹。庄妃以其卓越的政治才能，辅佐了三位皇帝成就大清的基业。康熙二十六年，庄妃病逝，享年75岁。成为清朝后宫中寿禄最长的女人。

大家看，在庭院的西南角立着的红色木杆称为索伦杆，接下来木杆顶端有锡斗。满族人称它为“神杆”。它是用来喂养乌鸦的。那么游客们是不是会疑问，为什么满族要祭祀乌鸦呢?其实这于一个关于乌鸦的传说有关。满族的先祖有一次在被仇家追杀时，曾绝望的躺在地上，这时恰巧一群乌鸦落在他的身上。仇家经过此地，认为乌鸦是不会在有活人的地方停留的，就这样满族的祖先得救了。之后满族人为报答乌鸦救祖先一命的恩德，开始供奉乌鸦，祭祀的时候把猪的内脏放到锡斗里来供养乌鸦。

此刻呢，我们看到的就是在清宁宫后的这根烟囱，也是当年沈阳城内唯一的一根烟囱。寓意“一统江山”。大家数一下烟囱有多少层?然后是对一共有十一层，我告诉大家在十一层上方还有三块砖。那么这怎样讲哪?问大家一个小问题：清朝有多少位皇帝，又有多少位是寿终正寝的?……对清朝一共有12为皇帝。其中11位寿终正寝。末代皇帝溥仪只做了三年的皇帝。正好和这十一层零三块砖“一统江山”吻合。

好了，朋友们沈阳故宫我就为大家介绍到那里，期望我的讲解能给大家留下深刻的印象。此刻大家能够自由活动30分钟，30分钟之后，我们在正门集合。

尊敬的__领导：?

您好!?

我是__省?中学高三应届理科学生__?。我希望通过贵校的_来实现我就读__的梦想，感谢您在百忙中抽出宝贵时间来审阅我的自荐材料。?

我一直有个梦想，梦想在__学习，梦想得到有着悠久历史和深厚文化底蕴的__的润泽。

从小学习成绩就非常优秀的我，凭借自己的努力以全市第十的优异的中考成绩考入景德镇市第二中学，并进入了奥赛班。经过三年的锤炼，我已经从一个单纯懵懂的男孩成长为一个热爱生活、追求知识、精力充沛、富有同情心、德智体全面发展的高中生。

我热爱生活，始终对生活充满信心和希望。在这个美丽的世界上，我享受着春花的美丽，秋月的温馨，夏雨的激情，冬雪的纯洁。我阳光，我快乐，我爱每一条河、每一座山、每一个人，我深爱着我所拥有的一切，即使是在苦累缠身的高三，我也痛并快乐着。我也希望把快乐传递给我身边的每一个人，我为强者欢呼，也为弱者流泪，我相信赠人玫瑰手有余香，相信人世间的真、善、美。为此我身边的人都非常喜欢我，称我为“开心果”。

我以同样的热情追求知识，我渴望了解人的心灵，渴望探求机器人的制造过程，渴望理解金融危机的产生原因，渴望知晓“六方会谈”的内容。所以我深爱学习，深爱看书。徜徉于书海之中，不断思考，不断领悟，其乐无穷。对知识的追求让我既增长了知识，开阔了眼界;又让我培养了情趣，提升了气质;还让我颐养了性情、平衡了心态。?

我的精力充沛，源于对生活的热爱，源于对知识的热情。在学习上，我认真刻苦，成绩优异，高三质检考试成绩在全校名列前茅，在今年第二十四届高中生化学竞赛(省级赛区)中荣获二等奖。除了抓好学习外，一直担任副班长的我还积极参加学校组织的各种活动。篮球赛、足球赛、校园歌手大赛、社会实践等活动中都能看到我的身影，既提高了我的能力，又锻炼了我的胆量。?

但我深知我还只是“小荷才露尖尖角”，成才之路浩漫漫，我还必须不断地锻造自己，提升自己。如果我有幸能进入自己梦寐以求的__殿堂深造，我定会上下而求索，把自己磨砺成一个具备独特文化品位、非凡才能和良好综合素质，敢闯敢拼的优秀人才。?

所以在此我恳请贵校领导能够给我一次实现理想的机会。?

此致?

敬礼!?

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

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

Prudent man, generous, take seriously the work, confident, cheerful, sincere, excellent team spirit, strong sense of responsibility, good communication and coordination skills. In the sense of responsibility, dedication, affinity, decision-making, planning, negotiation ability, with good professionalism and professional ethics, has a strong appeal and cohesion.

进口合同范本【英文版】

在进口合同中，大多数是使用F.O.B.价格条件成交，只有少数零星进口商品使用C.I.F.条件，支付条件绝大多数是使用信用证方式。进口合同格式一般由我方备制，一式二份，经我方签章后，递交对方签回一份，留档备查。

进口合同范本【英文版】

买方：__________________________

The Buyer:________________________

地址： __________________________

Address: _________________________

电话(Tel):___________ 传真(Fax):__________

电子邮箱(E-mail):______________________

卖方：___________________________

The Seller:_________________________

地址：___________________________

Address: __________________________

电话(Tel):_________ 传真(Fax):___________

电子邮箱(E-mail):______________________

买卖双方同意按照下列条款签订本合同：

The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:

1. 货物名称、规格和质量(Name, Specifications and Quality of Commodity)：

2. 数量(Quantity)：

允许____的溢短装(___% more or less allowed)

3. 单价(Unit Price)：

4. 总值(Total Amount)：

5. 交货条件(Terms of Delivery) FOB/CFR/CIF_______

6. 原产地国与制造商 (Country of Origin and Manufacturers):

7. 包装及标准(Packing)：

货物应具有防潮、防锈蚀、防震并适合于远洋运输的包装，由于货物包装不良而造成的货物残损、灭失应由卖方负责。卖方应在每个包装箱上用不褪色的颜色标明尺码、包装箱号码、毛重、净重及“此端向上”、“防潮”、“小心轻放”等标记。

The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as "Do not stack up side down", "Keep away from moisture", "Handle with care" shall be stenciled on the surface of each package with fadeless pigment.

8. 唛头(Shipping Marks)：

9. 装运期限(Time of Shipment)：

10. 装运口岸(Port of Loading)：

11. 目的口岸(Port of Destination)：

12. 保险(Insurance)：

由____按发票金额110%投保_____险和_____附加险。

Insurance shall be covered by the ________ for 110% of the invoice value against _______ Risks and __________ Additional Risks.

13. 付款条件(Terms of Payment)：

(1) 信用证方式：买方应在装运期前/合同生效后__日，开出以卖方为受益人的不可撤销的议付信用证，信用证在装船完毕后__日内到期。

Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.

(2) 付款交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，按即期付款交单(D/P)方式，通过卖方银行及_____银行向买方转交单证，换取货物。

Documents against payment: After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.

(3) 承兑交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，付款期限为____后__日，按即期承兑交单(D/A__日)方式，通过卖方银行及______银行，经买方承兑后，向买方转交单证，买方在汇票期限到期时支付货款。

Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Seller’s bank and _________Bank to the Buyer against acceptance (D/A ___ days). The Buyer shall make the payment on date of the bill of exchange.

(4) 货到付款：买方在收到货物后__天内将全部货款支付卖方(不适用于FOB、CRF、CIF术语)。

Cash on delivery (COD): The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).

14. 单据(Documents Required)：

卖方应将下列单据提交银行议付/托收：

The Seller shall present the following documents required to the bank for negotiation/collection:

(1) 标明通知收货人/受货代理人的全套清洁的、已装船的、空白抬头、空白背书并注明运费已付/到付的海运/联运/陆运提单。

Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;

(2) 标有合同编号、信用证号(信用证支付条件下)及装运唛头的商业发票一式__份;

Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;

(3) 由______出具的装箱或重量单一式__份;

Packing list/weight memo in ______ copies issued by__;

(4) 由______出具的质量证明书一式__份;

Certificate of Quality in _______ copies issued by____;

(5) 由______出具的数量证明书一式__份;

Certificate of Quantity in ___ copies issued by____;

(6) 保险单正本一式__份(CIF 交货条件);

Insurance policy/certificate in ___ copies (Terms of CIF);

(7)____签发的产地证一式__份;

Certificate of Origin in ___ copies issued by____;

(8) 装运通知(Shipping advice): 卖方应在交运后_____小时内以特快专递方式邮寄给买方上述第__项单据副本一式一套。

The Seller shall, within ____ hours after shipment effected, send by courier each copy of the above-mentioned documents No. __.

15. 装运条款(Terms of Shipment)：

(1) FOB交货方式

卖方应在合同规定的装运日期前30天，以____方式通知买方合同号、品名、数量、金额、包装件、毛重、尺码及装运港可装日期，以便买方安排租船/订舱。装运船只按期到达装运港后，如卖方不能按时装船，发生的空船费或滞期费由卖方负担。在货物越过船弦并脱离吊钩以前一切费用和风险由卖方负担。

The Seller shall, 30 days before the shipment date specified in the Contract, advise the Buyer by _______ of the Contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Sellers failure to effect loading when the vessel arrives duly at the loading port, all expenses including dead freight and/or demurrage charges thus incurred shall be for the Sellers account.

(2) CIF或CFR交货方式

卖方须按时在装运期限内将货物由装运港装船至目的港。在CFR术语下，卖方应在装船前2天以____方式通知买方合同号、品名、发票价值及开船日期，以便买方安排保险。

The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller shall advise the Buyer by _________ of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time.

16. 装运通知(Shipping Advice)：

一俟装载完毕，卖方应在__小时内以____方式通知买方合同编号、品名、已发运数量、发票总金额、毛重、船名/车/机号及启程日期等。

The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer of the Contract No., names of commodity, loading quantity, invoice values, gross weight, name of vessel and shipment date by _________ within ________hours.

17. 质量保证(Quality Guarantee)：

货物品质规格必须符合本合同及质量保证书之规定，品质保证期为货到目的港__个月内。在保证期限内，因制造厂商在设计制造过程中的缺陷造成的货物损害应由卖方负责赔偿。

The Seller shall guarantee that the commodity must be in conformity with the quatity, specifications and quantity specified in this Contract and Letter of Quality Guarantee. The guarantee period shall be ______ months after the arrival of the goods at the port of destination, and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the manufacturer.

18. 检验(Inspection) (以下两项任选一项)：

(1)卖方须在装运前__日委托______检验机构对本合同之货物进行检验并出具检验证书，货到目的港后，由买方委托________检验机构进行检验。

The Seller shall have the goods inspected by ______ days before the shipment and have the Inspection Certificate issued by____. The Buyer may have the goods reinspected by ________ after the goods誥rrival at the destination.

(2) 发货前，制造厂应对货物的质量、规格、性能和数量/重量作精密全面的检验，出具检验证明书，并说明检验的技术数据和结论。货到目的港后，买方将申请中国商品检验局(以下简称商检局)对货物的规格和数量/重量进行检验，如发现货物残损或规格、数量与合同规定不符，除保险公司或轮船公司的责任外，买方得在货物到达目的港后__日内凭商检局出具的检验证书向卖方索赔或拒收该货。在保证期内，如货物由于设计或制造上的缺陷而发生损坏或品质和性能与合同规定不符时，买方将委托中国商检局进行检验。

The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within _____ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.

19. 索赔(Claim)：

买方凭其委托的检验机构出具的检验证明书向卖方提出索赔(包括换货)，由此引起的全部费用应由卖方负担。若卖方收到上述索赔后______天未予答复，则认为卖方已接受买方索赔。

The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within ______days after the Seller received the Buyers claim.

20. 迟交货与罚款(Late delivery and Penalty):

除合同第21条不可抗力原因外，如卖方不能按合同规定的时间交货，买方应同意在卖方支付罚款的条件下延期交货。罚款可由议付银行在议付货款时扣除，罚款率按每__天收__%，不足__天时以__天计算。但罚款不得超过迟交货物总价的____%。如卖方延期交货超过合同规定__天时，买方有权撤销合同，此时，卖方仍应不迟延地按上述规定向买方支付罚款。

买方有权对因此遭受的其它损失向卖方提出索赔。

Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is charged at______% for every ______ days, odd days less than _____days should be counted as ______ days. But the penalty, however, shall not exceed_______% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery ______ days later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.

The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any.

21. 不可抗力(Force Majeure)：

凡在制造或装船运输过程中，因不可抗力致使卖方不能或推迟交货时，卖方不负责任。在发生上述情况时，卖方应立即通知买方，并在__天内，给买方特快专递一份由当地民间商会签发的事故证明书。在此情况下，卖方仍有责任采取一切必要措施加快交货。如事故延续__天以上，买方有权撤销合同。

The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within_____ days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than _____ days the Buyer shall have the right to cancel the Contract.

22. 争议的解决 (Arbitration):

凡因本合同引起的或与本合同有关的任何争议应协商解决。若协商不成，应提交中国国际经济贸易仲裁委员会深圳分会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。

Any dispute arising from or in connection with the Contract shall be settled through friendly negotiation. In case no settlement is reached, the dispute shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC),Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

23. 通知(Notices):

所有通知用____文写成，并按照如下地址用传真/电子邮件/快件送达给各方。如果地址有变更，一方应在变更后__日内书面通知另一方。

All notice shall be written in _____ and served to both parties by fax/courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within ____days after the change.

24. 本合同使用的FOB、CFR、CIF术语系根据国际商会《2019年国际贸易 术语解释通则》。

The terms FOB、CFR、CIF in the Contract are based on INCOTERMS 2019 of the International Chamber of Commerce.

25. 附加条款 (Additional clause)：

本合同上述条款与本附加条款抵触时，以本附加条款为准。

Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause.

26. 本合同用中英文两种文字写成，两种文字具有同等效力。本合同共__ 份，自双方代表签字(盖章)之日起生效。

This Contract is executed in two counterparts each in Chinese and English, each of which shall deemed equally authentic. This Contract is in ______ copies, effective since being signed/sealed by both parties.

Representative of the Buyer

(Authorized signature):

卖方代表(签字)：

Representative of the Seller

涉外借款合同范本（英文版）

borrower: ________________

address: _________________

lender: __________________

address: _________________

in accordance with provisions of contract law of the peoples republic of china and bank of china, after reviewing the status and the request of the borrower, the lender agrees to grant the borrower a line of credit on . the borrower, lender and guarantor, through friendly negotiation, have executed this contract as follows:

article 1 currency, amount and term of the loan:

1. the currency under this loan is reiminbi.

2. the line of the loan is yuan.

3. the period of this loan is 12 months from the date of effectiveness of this contract.

article 2 the purpose of the loan:

1. the purpose of this loan is used for working capital turnover.

2. without written approval of the lender, the borrower could not use the loan out of the scope of the purpose.

article 3 interest rate and calculation of interest:

1. interest rate: the interest rate shall be [] during the loan term, if the countrys related authority adjusted the interest rate or the manner of calculation of interest, the interest of this contract shall be adjusted accordingly after one year from the date of execution of this contract. the adjustment shall be conducted when the interest rate are executed one year.it is not obliged to inform the borrower when the adjustment of interest.

2. the interest shall be calculated from the date of first drawdown and the actual days the borrower use. one year shall be calculated as 360 days.

3. the payment of interests: the borrower shall pay the interests per quarter. the payment date shall be , and. if the payment for the last installment is not on the payment date,the interests shall deduct the interest from the bank account of the borrower. in the event that the borrower fails to pay the interests on time and the balance of the account of the borrower is not enough for the payment of interest, the lender shall have rights to collect a penalty being [] of the outstanding amount per day for the borrowers breach of contract.

article 4 overdue interests and misusing interests

1. if the borrower fails to repay the loan and can not reach a agreement with the lender regarding the extension, the lender shall collect an overdue penalty for [] of the overdue amount per day.

2. if the borrower fails to uses the loan in accordance with the provisions set forth in this contract, the lender shall have right to charge a interests for the misusing part at a rate of [] per day.

article 5 account

the borrower shall open reiminbi basic account and/or foreign currency account at the lender or lenders branch for the use of draw-down, repayment,payment of interests and fees.

article 6 draw-down

1. the loan under this contract is revolving, the balance of this contract shall not more than the line of credit.

2. the borrower shall send a draw-down application as the form herein attached in this contract 7 days before the date of draw-down.

3. the borrower shall not draw the loan less than 1 million.

article 7 conditions for draw-down

the following conditions shall be satisfied in advance of the draw-down date:

1. the borrower has opened foreign account and reiminbi account at the office of the lender or the branch of the lender;

2. this contract and the appendices have been effective;

3. the borrower has provided the recognition of the investment or certificate of the investment to the lender;

4. the borrower has provided the board resolution and power of attorney regarding this loan contract;

5. the borrower has provided the list and the signature sample of the authorized person who empower to sign this contract and documents;

6. the guaranty under this contract has been effective;

7. the borrower has been satisfied the warrants under article 11 of this contract;

8. the other requirement for the draw-down have been satisfied.

article 8 repayment plan and prepayment

1. the borrower shall repay the loan in accordance with the status of its cash. the borrower shall inform the lender the payment amount and date [] prior to make the payment. the borrower shall be obliged to repay the principal and related interests on due date without any condition.

2. the payment made by the borrower and the deduction from the account of the borrower shall be used for repaying the interest at first and then for repaying the principal.

3. in the event the borrower fails to repay the loan, the lender shall have rights to deduct the debt from the bank account of the borrower at the lender or empower the branches of the lender to deduct the debt from the bank account of the borrower at the lenders branches;

4. the installment of repayment shall not less than 1 million.

article 9 debt certificate

the lender shall keep record in the lenders account for the principal,interests and fees and other fees of the borrower under this contract; the above mentioned record and the documentation for the draw-down, repayment and payment of interest is the certificates of the debts between the borrower and the lender.

article 10 guaranty

1. (the guarantor) shall be the guarantor for the loan under this contract and take jointly liabilities.

2. during the term of this contract, if the guarantors financial status become deteriorated or the liabilities for repayment of debts become weak, the lender shall have right to request the borrower changes guarantor orprovide mortgage and pawn secured for this loan under this contract.

article 11 representations and warranties

i. the borrowers represents and warrants as follows:

1. the borrower is a company duly organized and validly existing under the law of the peoples republic of china and has the power and authority to own its property to consummate the transactions contemplated in this contract and join the litigation. the borrower has the power to handle it assets used in operation.

2. the borrower is at its option to sign and perform this contract.it is the borrowers true meaning and has the power to sign this contract and it is not breach it article of association or regulations or contracts. the procedure for signature and performance of this contract has been gone through and fully effectiveness.

3. the all documents, materials, reports and certificates provided to the lender by the borrower for consummation of this contract is true, real, compete and effective

4. the borrower shall not conceal the following events which is being happened or have been happened which will cause the lender refuse to extend the loan:

(1) the borrower or the principal executives of the borrower involve in material events which breach regulations, laws or compensation to others;

(2) pending actions and arbitration;

(3) the borrowers debts or proposed debts or liens and other encumbrances;

(4) the other matters will impact the financial status or abilities of repayment for the debts;

(5) the borrower breached contract which is between the borrower and other creditors.

ii. the borrower hereby warrants as follows:

1. using the capital of the loan as usage set forth in this contract, the borrower will not use the loan as equity investment; the borrower will not use the capital of the loan invest in security, future, real estate etc. the borrower will not lend to the others privately or involving other maters which is prohibited by the country. the borrower will not misusing or appropriation of the loan.

2. making payment and related expenses in accordance with the provisions set forth in this contract;

3. providing updated financial statement or financial bulletin every quarter; providing the audited financial report at the first quart of each year; providing operation report, financial report or other files and materials and shall warrant the reality, correct and effectiveness for the files and materials;

4. any anti-guaranty or other similar documents will not make any impact on the rights and benefits of the lenders;

5. accepting the supervision of the lender, provides assistance and cooperation for the lenders supervisions;

6. will not reduce the registration capital; prior approval from the lender shall be required when the borrower changes of shareholders and operation manner(including but not limited to joint venture, cooperation, jointly cooperation; dissolution, closedown, liquidation, transformation; merger; change to share company, use the housing, machinery or other real assets or trademark, intellectual property, knowhow, landing using rights or other intangible assets to invest in share company or investment company, trading of operation right or own right by contracting, joint operation, trusteeship)

7. the borrower shall inform the lender and warrants the liability under its security will not more than net assets of the borrower when the borrower guarantee for other party or mortgage its assets. the borrower warrants that will not dispose the assets which will make adverse impact on its ability of paying debts.

8. the borrower will not pay the other similar loans prior to the lender;

9. the borrower warrants to inform the lender immediately when the following events occurred:

(1) the event of breach of contract under this contract or other loan or guaranty contracts between the borrower and any branches of bank of china or other banks, non-bank financial organization;

(2) the borrower changes shareholders or revise the article of association;

(3) the borrower suffer difficulties and bad result in financial and operation;

(4) the borrower involves in material actions or arbitration;

10. the borrower shall keep sufficient balance for repayment prior [] to the due date.

11. the borrower shall keep its bank transactions regarding income collection, sell foreign currency or buy foreign currency ect. shall be conducted at the lender or other branches of the lender. the turn-over for the capital shall satisfy the demand of the lender;

iii. the borrowers representations and warrants hereunder this contract shall be effective even though any mendment, supplements or revised to be made to this contract.

article 12 representations and warrants of the lender

i. the lender represents and warrants as follows:

1. the lender is a state-owned commercial bank or branch duly organized and validly existing under the law of p.r.c and approved by the industry and commercial administration and holds the financial institutions legal person licenses and financial institutions operation license to be qualified to operate financial business.

2. the lender has taken all necessary action to authorize the execution of this contract and performance of its obligations under this contract. the lender is duly authorized to extend this loan.

ii. the lender warrants as follows:

1. the lender shall extend the loan in accordance with the provisions set forth in this contract.

2. collect interests in accordance with the regulations of the peoples bank.

article 13 events of breach contract and settlement:

i. settlement of the borrower breach of contract

1. event of breach of contract:

(1) the borrower fails to use the loan in accordance with the agreed usage of the loan;

(2) the borrower fails to repay the due principal and pay the interests, expenses or other payable in accordance with the agreed term of this contract;

(3) the borrower breaches the representation and warrants set forth in article 11.

(4) the borrower breaches other loan agreements or guaranty agreements or the guarantor breach the guaranty agreement which may make impact the borrower to perform the obligations under this contract.

(5) conclusive evidence to show that the borrower lose the capacity of credit or during performance of the obligation under this contract, the financial conditions of the guarantor are seriously deteriorating or other reasons caused the guarantor the capacity of credit decline.

(6) the borrower breaches the other obligations under this contract.

2. under the above circumstances, the lender shall have right to:

(1) request the borrower to rectify within the period designed by the lender;

(2) cease in extending the loan or cancel the credit;

(3) declare the loan under this contract is due and the lender shall have right to deduct the outstanding amount from the account of the borrower. the borrower shall not appeal against the lender.

(4) declare the loan is due under other loan agreements between the lender and the borrower, request the borrower to repay the loan principals, interests, and other expenses.

ii. the settlement for the lender breach of the contract

1. the lender fails to extend the loan as agreed in this contract without any reasons;

2. the lender breaches the agreed interest rate and collection add interests or other fees;

3. the lender breaches the provisions set forth in article 12;

4. under the above circumstances, the borrower shall have right to:

(1) request the lender to rectify;

(2) repay the loan ahead of time and refuse to pay any compensation for prepayment.

article 14 deduction

the borrower shall pay in full for the payment without any counteraction or any condition.

article 15 assignment of the debt and credit

1. the borrower shall not assign its right and liability under this contract to other third party without any written approval of the lender;

2. in the event the borrower assign its right and liability under this contract to other third party under the written consent of the lender, the third party shall abide this contract without any condition.

article 16 performance of obligation and waiver of rights

1. the borrower is independent contractor under this contract, it will not impact by any other relations between the borrower with other party except the other provisions set forth in this contract.

2. the lender give any extension, toleration, favor to the borrower or permit the borrower to delay of performance any obligation under this contract shall not impair any rights of the lender in accordance with this contract and laws, regulation, it shall be deemed to have waived its rights under this contract and the obligation shall be performed by the borrower under this contract.

article 17 amendment, supplement and interpretation of the contract

1. this contract could be amended and supplemented upon the written agreements conclude by the parties. any a amendment and supplement shall be integral party of this contract.

2. in the event change of laws, regulations or legal practice which will cause any terms contained in this contract become illegal, invalid or loss of practice, the other part of this contract shall not be impaired by it. the both parties shall make efforts to change the illegal, invalid or loss of practice part.

3. for the matters not referred in this contract shall be construed in accordance with the provisions of the peoples bank of china.

article 18 dispute resolution, governing law and waiver of exemption

1. the conclusion, interpretation and dispute resolution shall be subject to the laws of the peoples republic of chin. the disputes arising from the execution of this contract shall be settled through friendly consultation by both parties. in case no settlement can be reached, the disputes shall be submitted to the peoples court of the location of the lender for judgment.

2. the borrower shall not reject any obligation during the settlement of disputes.

3. the execution and performance of this contract and the related transaction is civil behavior. the borrower shall not appeal to take action to exempt from the obligation under this contract.

(if both parties agree to apply arbitration, the above term shall be:)

1. the conclusion, interpretation and dispute resolution shall be subject to the laws of the peoples republic of chin. the dispute arising from the execution of this contract shall be settled through friendly consultation by both parties. in case no settlement can be reached, the disputes shall be submitted to china international economic and trade arbitration commission for arbitration.

2. the arbitration shall be conducted in accordance with the arbitration law of peoples republic of china and provisional rules of procedure of china international economic and trade arbitration commission.

3. during the arbitration, this contract shall be effective and the borrower shall not disclaim the any obligations under this contract.

4. the execution and performance of this contract and the related transaction is civil behavior. the borrower shall not appeal to take action to exempt from the obligation under this contract.

article 19 other matter agreed by the parties.

article 20 appendices

the following appendices shall be integral part of this contract:

1. draw-down application

2. _______________________

article 21 notice

1. any notice, payment notice or telecommunications shall be forwarded to the following address:

to: the borrower: _________________

address: ______________________

post code: ____________________

fax: __________________________

to: the lender: ___________________

address: ______________________

post code: ____________________

fax: __________________________

2. if any change of address shall inform the other party immediately.

3. any notice, payment request or communication shall be forwarded to the above address. the dates on which notices shall be deemed to have been effectively given shall be determined as follows:

(1) if given in letter it shall be deemed effectively given on the fifth day after the date mailed by registered airmail, postage prepaid;

(2) if given by telex it shall be deemed effectively given on the date the other party returned the information;

(3) if given by facsimile it shall be deemed effectively given on the first date of transmission;

(4) if given by personal delivery it shall be deemed effectively given on the date of personal delivery; this contract become effective after signed by the authorized representatives of both parties until the loan and the interests and other related expenses be cleared up. this contract is executed in _____ original and be equally authentic.each of the borrower, the lender shall hold ____ copy.

borrower: ______________

lender: ________________

date:___________________