SOHU COM INC
EMPLOYMENT AGREEMENT OF CHARLES ZHANG
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>4
<FILENAME>dex1022.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF CHARLES ZHANG
<TEXT>
<PAGE>
                                                                   Exhibit 10.22

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT, effective as of January 1, 2003, by and between
Sohu.com Inc., a Delaware corporation, and Charles Zhang, an individual (the
"Employee").

1.   Definitions. Capitalized terms used herein and not otherwise defined in the
     text below will have the meanings ascribed thereto on Annex 1.

2.   Employment; Duties.

     (a)  The Company agrees to employ the Employee in the capacity and with
          such responsibilities as are generally set forth on Annex 2.

     (b)  The Employee hereby agrees to devote his or her full time and best
          efforts in such capacities as are set forth on Annex 2 on the terms
          and conditions set forth herein. Notwithstanding the foregoing, the
          Employee may engage in other activities, such as activities involving
          professional, charitable, educational, religious and similar types of
          organizations, provided that that the Employee complies with the
          Employee Non-competition, Non-solicitation, Confidential Information
          and Work Product Agreement attached hereto as Annex 3 (the "Employee
          Obligations Agreement") and such other activities do not interfere
          with or prohibit the performance of the Employee's duties under this
          Agreement, or conflict in any material way with the business of the
          Company or of its subsidiaries and affiliates.

     (c)  The Employee will use best efforts during the Term to ensure that the
          Company's business and those of its subsidiaries and affiliates are
          conducted in accordance with all applicable laws and regulations of
          all jurisdictions in which such businesses are conducted.

3.   Compensation.

     (a)  Base Annual Income. During the Term, the Company will pay the Employee
          an annual base salary as set forth on Annex 2, payable monthly
          pursuant to the Company's normal payroll practices.

     (b)  Discretionary Bonus. During the Term, the Company, in its sole
          discretion, may award to the Employee an annual bonus based on the
          Employee's performance and other factors deemed relevant by the
          Company's Board of Directors.

     (c)  Stock Options. The Employee will be eligible to participate in any
          stock option or other incentive programs available to officers or
          employees of the Company.

     (d)  Reimbursement of Expenses. The Company will reimburse the Employee for
          reasonable expenses incurred by the Employee in the course of, and
          necessary in connection with, the performance by the Employee of his
          duties to the Company, provided that such expenses are substantiated
          in accordance with the Company's policies.

4.   Other Employee Benefits.

     (a)  Vacation; Sick Leave. The Employee will be entitled to such number of
          weeks of paid vacation each year as are set forth on Annex 2, the
          taking of which must be coordinated with the Employee's supervisor in
          accordance with the Company's standard vacation policy. Unless
          otherwise approved by the Company's Board of Directors, vacation that
          is not used in a particular year may only be carried forward to
          subsequent years in accordance with the Company's policies in effect
          from time to time. The Employee will be eligible for sick leave in
          accordance with the Company's policies in effect from time to time.

     (b)  Healthcare Plan. The Company will arrange for membership in the
          Company's group healthcare plan for the Employee, the Employee's
          spouse and the Employee's children under 18 years old, in accordance
          with the Company's standard policies from time to time with respect to
          health insurance and in accordance with the rules established for
          individual participation in such plan and under applicable law.

<PAGE>

     (c)  Life and Disability Insurance. The Company will provide term life and
          disability insurance payable to the Employee, in each case in an
          amount up to a maximum of one times the Employee's base salary in
          effect from time to time, provided however, that such amount will be
          reduced by the amount of any life insurance or death or disability
          benefit coverage, as applicable, that is provided to the Employee
          under any other benefit plans or arrangements of the Company. Such
          policies will be in accordance with the Company's standard policies
          from time to time with respect to such insurance and the rules
          established for individual participation in such plans and under
          applicable law.

     (d)  Other Benefits. Pursuant to the Company's policies in effect from time
          to time and the applicable plan rules, the Employee will be eligible
          to participate in the other employee benefit plans of general
          application, which may include, without limitation, housing allowance
          or reimbursement, tuition fees for the Employee's children at an
          international level school and tax equalization and which, in any
          event, shall include the benefits at the levels set forth on Annex 2.

5.   Certain Representations, Warranties and Covenants of the Employee.

     (a)  Related Company Positions. The Employee agrees that the Employee and
          members of the Employee's immediate family will not have any financial
          interest directly or indirectly (including through any entity in which
          the Employee or any member of the Employee's immediate family has a
          position or financial interest) in any transactions with the Company
          or any subsidiaries or affiliates thereof unless all such
          transactions, prior to being entered into, have been disclosed to the
          Board of Directors and approved by a majority of the independent
          members of the Board of Directors and comply with all other Company
          policies and applicable law as may be in effect from time to time. The
          Employee also agrees that he or she will inform the Board of Directors
          of the Company of any transactions involving the Company or any of its
          subsidiaries or affiliates in which senior officers, including but not
          limited to the Employee, or their immediate family members have a
          financial interest.

     (b)  Discounts, Rebates or Commissions. Unless expressly permitted by
          written policies and procedures of the Company in effect from time to
          time that may be applicable to the Employee, neither the Employee nor
          any immediate family member will be entitled to receive or obtain
          directly or indirectly any discount, rebate or commission in respect
          of any sale or purchase of goods or services effected or other
          business transacted (whether or not by the Employee) by or on behalf
          of the Company or any of its subsidiaries or affiliates, and if the
          Employee or any immediate family member (or any firm or company in
          which the Employee or any immediate family member is interested)
          obtains any such discount, rebate or commission, the Employee will pay
          to the Company an amount equal to the amount so received (or the
          proportionate amount received by any such firm or company to the
          extent of the Employee's or family member's interest therein).

6.   Term; Termination.

     (a)  Unless sooner terminated pursuant to the provisions of this Section 6,
          the term of this Agreement (the "Term") will commence on the date
          hereof and end on December 31, 2005.

     (b)  Voluntary Termination by the Employee. Notwithstanding anything herein
          to the contrary, the Employee may voluntarily Terminate this Agreement
          by providing the Company with ninety (90) days' advance written notice
          ("Voluntary Termination"), in which case, the Employee will not be
          entitled to receive payment of any severance benefits or other amounts
          by reason of the Termination other than accrued salary and vacation
          through the date of the Termination. The Employee's right to all other
          benefits will terminate as of the date of Termination, other than any
          continuation required by applicable law. Without limiting the
          foregoing, if, in connection with a Change in Control, the surviving
          entity or successor to Sohu's business offers the Employee employment
          on substantially equivalent terms to those set forth in this Agreement
          and such offer is not accepted by the Employee, the refusal by the
          Employee to accept such offer and the subsequent termination of the
          Employee's employment by the Company shall be deemed to be a voluntary
          termination of employment by the Employee and shall not be treated as
          a termination by the Company without Cause.

     (c)  Termination by the Company for Cause. Notwithstanding anything herein
          to the contrary, the Company may Terminate this Agreement for Cause by
          written notice to the Employee, effective immediately upon the
          delivery of such notice. In such case, the Employee will not be
          entitled to receive payment of any severance benefits or other amounts
          by reason of the Termination other than accrued salary and vacation
          through the date of the Termination. The Employee's right to all other
          benefits will terminate, other than any continuation required by
          applicable law.

<PAGE>

     (d)  Termination by the Employee with Good Reason or Termination by the
          Company without Cause. Notwithstanding anything herein to the
          contrary, the Employee may Terminate this Agreement for Good Reason,
          and the Company may Terminate this Agreement without Cause, in either
          case upon thirty (30) days' advance written notice by the party
          Terminating this Agreement to the other party and the Termination
          shall be effective as of the expiration of such thirty (30) day
          period. If the Employee Terminates with Good Reason or the Company
          Terminates without Cause, the Employee will be entitled to continue to
          receive payment of severance benefits equal to the Employee's monthly
          base salary in effect on the date of Termination for the shorter of
          (i) six (6) months and (ii) the remainder of the Term of this
          Agreement (the "Severance Period"), provided that the Employee
          complies with the Employee Obligations Agreement during the Severance
          Period and executes a release agreement in the form requested by the
          Company at the time of such Termination that releases the Company from
          any and all claims arising from or related to the employment
          relationship and/or such Termination. Such payments will be made
          ratably over the Severance Period according to the Company's standard
          payroll schedule. The Employee will also receive payment of the bonus
          for the remainder of the year of the Termination, but only to the
          extent that the bonus would have been earned had the Employee
          continued in employment through the end of such year, as determined in
          good faith by the Company's CEO, Board of Directors or its
          Compensation Committee based on the specific corporate and individual
          performance targets established for such fiscal year, and only to the
          extent that bonuses are paid for such fiscal year to other similarly
          situated employees. Health insurance benefits with the same coverage
          provided to the Employee prior to the Termination (e.g., medical,
          dental, optical, mental health) and in all other material respects
          comparable to those in place immediately prior to the Termination will
          be provided at the Company's expense during the Severance Period. The
          Company will also continue to carry the Employee on its Directors and
          Officers insurance policy for six (6) years following the Date of
          Termination at the Company's expense with respect to insurable events
          which occurred during the Employee's term as a director or officer of
          the Company, with such coverage being at least comparable to that in
          effect immediately prior to the Termination Date; provided, however,
          that (i) such terms, conditions and exceptions will not be, in the
          aggregate, materially less favorable to the Employee than those in
          effect on the Termination Date and (ii) if the aggregate annual
          premiums for such insurance at any time during such period exceed two
          hundred percent (200%) of the per annum rate of premium currently paid
          by the Company for such insurance, then the Company will provide the
          maximum coverage that will then be available at an annual premium
          equal to two hundred percent (200%) of such rate.

     (e)  Termination by Reason of Death or Disability. A Termination of the
          Employee's employment by reason of death or Disability shall not be
          deemed to be a Termination by the Company (for or without Cause) or by
          the Employee (for or without Good Reason). In the event that the
          Employee's employment with the Company Terminates as a result of the
          Employee's death or Disability, the Employee or the Employee's estate
          or representative, as applicable, will receive all accrued salary and
          accrued vacation as of the date of the Employee's death or Disability
          and any other benefits payable under the Company's then existing
          benefit plans and policies in accordance with such plans and policies
          in effect on the date of death or Disability and in accordance with
          applicable law. In addition, the Employee or the Employee's estate or
          representative, as applicable, will receive the bonus for the year in
          which the death or Disability occurs to the extent that a bonus would
          have been earned had the Employee continued in employment through the
          end of such year, as determined in good faith by the Company's CEO,
          Board of Directors or its Compensation Committee based on the specific
          corporate and individual performance targets established for such
          fiscal year, and only to the extent that bonuses are paid for such
          fiscal year to other similarly situated employees.

     (f)  Misconduct After Termination of Employment. Notwithstanding the
          foregoing or anything herein the contrary, if the Employee after the
          termination of his or her employment violates or fails to fully comply
          with the Employee Obligations Agreement, thereafter (1) the Employee
          shall not be entitled to any payments from the Company, (2) any
          insurance or other benefits that have continued shall terminate
          immediately, (3) the Employee shall promptly reimburse to the Company
          all amounts that have been paid to the Employee pursuant to this
          Section 6; and (4) if the Employee would not, in the absence of such
          violation or failure to comply, have been entitled to severance
          payments from the Company equal to at least six (6) months' base
          salary, pay to the Company an amount equal to the difference between
          six (6) months' base salary and the amount of severance pay measured
          by base salary reimbursed to the Company by the Employee pursuant to
          clause 3 of this sentence.


7.   Option-Related Provisions.

     (a)  Termination by the Company Without Cause after a Change in Control. If
          Company Terminates this Agreement without Cause within twelve (12)
          months following a Change in Control, the vesting and exercisability
          of each of the Employee's outstanding stock options or other
          stock-based incentive awards ("Awards") will accelerate such that the
          Award will become fully vested and exercisable upon the effectiveness
          of the Termination, and any repurchase right of the Company with
          respect to shares of stock issued upon exercise of the Award will
          completely lapse, in each case subject to paragraph (c) below
          ("Forfeiture of Options for Misconduct").

     (b)  Termination other than by the Company Without Cause after a Change in
          Control. If the Employee's employment with the Company Terminates for
          any reason, unless the Company Terminates this Agreement without Cause
          within twelve (12) months following a Change in Control, the vesting
          and exercisability of each of the Employee's outstanding Awards shall
          cease upon the effectiveness of the Termination, such that any
          unvested Award shall be cancelled.

<PAGE>

     (c)  Forfeiture of Options for Misconduct. If the Employee fails to comply
          with the terms of this Agreement, the Employee Obligations Agreement,
          or the written policies and procedures of the Company, as the same may
          be amended from time to time, or acts against the specific
          instructions of the Board of Directors of the Company or if this
          Agreement is terminated by the Company for Cause (each a "Penalty
          Breach"), the Employee will forfeit any Awards that have been granted
          to him or her or to which the Employee may be entitled, whether the
          same are then vested or not, and the same shall thereafter not be
          exercisable at all, and all shares of common stock of the Company, if
          any, purchased by the Employee pursuant to the exercise of Awards and
          still then owned by the Employee may be repurchased by the Company, at
          its sole discretion, at the price paid by the Employee for such shares
          of common stock. The terms of all outstanding option grants are hereby
          amended to conform with this provision.

8.   Employee Obligations Agreement. By signing this Agreement, the Employee
     hereby agrees to execute and deliver to the Company the Employee
     Obligations Agreement, and such execution and delivery shall be a condition
     to the Employee's entitlement to his or her rights under this Agreement.

9.   Governing Law. This Agreement will be governed by and construed and
     enforced in accordance with the laws of the State of Delaware if the
     dispute is resolved therein, and in accordance with the laws of the
     People's Republic of China ("China") if the dispute is resolved therein or
     in any other jurisdiction other than the State of Delaware, in each case
     exclusive of such jurisdiction's principles of conflicts of law. If, under
     the applicable law, any portion of this Agreement is at any time deemed to
     be in conflict with any applicable statute, rule, regulation or ordinance,
     such portion will be deemed to be modified or altered to conform thereto
     or, if that is not possible, to be omitted from this Agreement; the
     invalidity of any such portion will not affect the force, effect and
     validity of the remaining portion hereof.

10.  Notices. All notices, requests and other communications under this
     Agreement will be in writing (including facsimile or similar writing and
     express mail or courier delivery or in person delivery, but excluding
     ordinary mail delivery) and will be given to the address stated below:

     (a)  if to the Employee, to the address or facsimile number that is on file
          with the Company from time to time, as may be updated by the Employee;

     (b)  if to the Company:

               Sohu.com Inc.
               7 Jianguomennei Avenue
               Suite 1519, Tower 2
               Bright China Chang An Building
               Beijing 100005
               People's Republic of China

                  Attention:   Derek Palaschuk
                               Chief Financial Officer

               fax: (86-10) 6510-1377

                with a copy to:
                                Goulston & Storrs
                                -----------------
                  400 Atlantic Avenue
                  Boston, MA 02110

                  Attention:  Timothy B. Bancroft

               fax: (617) 574-4112

          or to such other address or facsimile number as either party may
          hereafter specify for the purpose by written notice to the other party
          in the manner provided in this Section 10. All such notices, requests
          and other communications will be deemed received: (i) if given by
          facsimile transmission, when transmitted to the facsimile number
          specified in this Section 10 if confirmation of receipt is received;
          (ii) if given by express mail or courier delivery, five (5) days after
          sent; and (iii) if given in person, when delivered.

<PAGE>

11.  Miscellaneous.

     (a)  Entire Agreement. This Agreement constitutes the entire understanding
          between the Company and the Employee relating to the subject matter
          hereof and supersedes and cancels all prior and contemporaneous
          written and oral agreements and understandings with respect to the
          subject matter of this Agreement. No agreements or representations,
          oral or otherwise, express or implied, with respect to the subject
          matter hereof have been made by either party which are not set forth
          expressly in this Agreement.

     (b)  Modification; Waiver. No provision of this Agreement may be modified,
          waived or discharged unless modification, waiver or discharge is
          agreed to in writing signed by the Employee and such officer of the
          Company as may be specifically designated by its Board of Directors.
          No waiver by either party at any time of any breach by the other party
          of, or compliance with, any condition or provision of this Agreement
          to be performed by such other party will be deemed a waiver of similar
          or dissimilar provisions or conditions at the same or at any prior or
          subsequent time.

     (c)  Successors; Binding Agreement. This Agreement will be binding upon and
          will inure to the benefit of the Employee, the Employee's heirs,
          executors, administrators and beneficiaries, and the Company and its
          successors (whether direct or indirect, by purchase, merger,
          consolidation or otherwise), subject to the terms and conditions set
          forth herein.

     (d)  Withholding Taxes. All amounts payable to the Employee under this
          Agreement will be subject to applicable withholding of income, wage
          and other taxes to the extent required by applicable law.

     (e)  Validity. The invalidity or unenforceability of any provision or
          provisions of this Agreement will not affect the validity or
          enforceability of any other provision of this Agreement, which will
          remain in full force and effect.

     (f)  Language. This Agreement is written in the English language only. The
          English language also will be the controlling language for all future
          communications between the parties hereto concerning this Agreement.

     (g)  Counterparts. This Agreement may be signed in any number of
          counterparts, each of which will be deemed an original, with the same
          effect as if the signatures thereto and hereto were upon the same
          instrument.

12.  Dispute Resolution. Either party may bring a legal action arising out of,
     or relating to this Agreement in any court of the State of Delaware in the
     United States of America and each party hereby expressly and irrevocably
     waives any claim or defense in any action or proceeding brought in said
     jurisdictions based on any alleged lack of personal jurisdiction, improper
     venue, forum non conveniens, or any similar basis. Except as relates to the
     enforcement of the Employee Obligations Agreement (Section 8(b) of which
     provides that the party initiating a claim may bring such claim in the
     courts of either the State of Delaware or in the courts of China, at such
     party's option), any dispute, controversy or claim arising out of or
     relating to this Agreement may also be submitted to arbitration
     administered by the International Chamber of Commerce ("ICC"). The award
     rendered in such an arbitration proceeding will be final and binding and
     judgment on the award rendered may be entered in any court having
     jurisdiction over the parties. Such arbitration shall be held in Hong Kong
     and shall be conducted in accordance with the ICC International Arbitration
     Rules, except as may be modified by the following:

     (a)  The number of arbitrators will be three, one of whom will be appointed
          by the party asserting a claim against the other party or parties, one
          of whom will be appointed by the party or parties (acting together),
          as the case may be, against whom a claim has been asserted, and the
          third of whom will be selected by mutual agreement, if possible,
          within thirty days after the selection of the second arbitrator.

     (b)  The language of the arbitration will be conducted in the English
          language and any foreign-language documents presented at such
          arbitration will be accompanied by an English translation thereof that
          shall be prepared at the expense of the party seeking to present such
          document.

     (c)  Any award of the arbitrators (i) will be in writing, (ii) will state
          the reasons upon which such award is based and (iii) may include an
          award of costs, including reasonable attorneys' fees and
          disbursements.

<PAGE>

     (d)  The arbitrators will have no authority to award punitive damages or
          any other damages not measured by the prevailing party's actual
          damages, and may not, in any event, make any ruling, finding or award
          that does not conform to the terms and conditions of this Agreement.

     (e)  Notwithstanding the foregoing, any party may apply to any court having
          jurisdiction over the parties to obtain injunctive relief in order to
          maintain the status quo until such time as an arbitration award may be
          rendered or the dispute, controversy or claim may be otherwise
          resolved.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
March 21,2003 and effective January 1,2003.

Signature of Employee:                                Sohu.com Inc.

/s/ Charles Zhang                                     By: /s/ Derek Palaschuk
-----------------                                        ---------------------
                                                         Name: Derek Palaschuk
Printed name of employee:                                Title: Chief Financial
                                                                Officer

Charles Zhang
-------------

<PAGE>
                                                                         Annex 1

                               Certain Definitions

"Cause" means:

(i)    willful misconduct or gross negligence by the Employee, or any willful or
       grossly negligent omission to perform any act, resulting in injury to the
       Company or any subsidiaries or affiliates thereof;

(ii)   misconduct or negligence of the Employee that results in gain or personal
       enrichment of the Employee to the detriment of the Company or any
       subsidiaries or affiliates thereof;

(iii)  breach of any of the Employee's agreements with the Company, including
       those set forth herein and in the Employee Obligations Agreement, and
       including, but not limited to, the repeated failure to perform
       substantially the Employee's duties to the Company or any subsidiaries or
       affiliates thereof, excessive absenteeism or dishonesty;

(iv)   any attempt by the Employee to assign or delegate this Agreement or any
       of the rights, duties, responsibilities, privileges or obligations
       hereunder without the prior consent of the Company (except in respect of
       any delegation by the Employee of his employment duties hereunder to
       other employees of the Company in accordance with its usual business
       practice);

(v)    the Employee's indictment or conviction for, or confession of, a felony
       or any crime involving moral turpitude under the laws of the United
       States or any State thereof, or under the laws of China, or Hong Kong;

(vi)   declaration by a court that the Employee is insane or incompetent to
       manage his business affairs;

(vii)  habitual drug or alcohol abuse which materially impairs the Employee's
       ability to perform his duties; or

(viii) filing of any petition or other proceeding seeking to find the Employee
       bankrupt or insolvent.

"Change in Control" means the occurrence of any of the following events:

(i)   any person (within the meaning of Section 13(d) or Section 14(d)(2) of the
      Securities Exchange Act of 1934) other than the Company, any trustee or
      other fiduciary holding securities under an employee benefit plan of the
      Company or any corporation owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportion as their
      ownership of stock of the Company, becomes the direct or beneficial owner
      of securities representing fifty percent (50%) or more of the combined
      voting power of the Company's then-outstanding securities;

(ii)  during any period of two (2) consecutive years after the date of this
      Agreement, individuals who at the beginning of such period constitute the
      Board of Directors of the Company, and all new directors (other than
      directors designated by a person who has entered into an agreement with
      the Company to effect a transaction described in (i), (iii), or (iv) of
      this definition) whose election or nomination to the Board was approved by
      a vote of at least two-thirds of the directors then in office, cease for
      any reason to constitute at least a majority of the members of the Board;

(iii) the effective date of a merger or consolidation of the Company with any
      other entity, other than a merger or consolidation which would result in
      the voting securities of the Company outstanding immediately prior to such
      merger or consolidation continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) more than 50% of the combined voting power of the voting
      securities of the surviving entity outstanding immediately after such
      merger or consolidation and with the power to elect at least a majority of
      the board of directors or other governing body of such surviving entity;

(iv)  the complete liquidation of the Company or the sale or disposition by the
      Company of all or substantially all of the Company's assets; or

<PAGE>

(v)  there occurs any other event of a nature that would be required to be
     reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a
     response to any similar item on any similar schedule or form) promulgated
     under the Exchange Act (as defined below), whether or not the Company is
     then subject to such reporting requirement.

"Company" means Sohu.com Inc and, unless the context suggests to the contrary,
all of its subsidiaries and related companies.

"Disability" means the Employee becomes physically or mentally impaired to an
extent which renders him or her unable to perform the essential functions of his
or her job, with or without reasonable accommodation, for a period of six
consecutive months, or an aggregate of nine months in any two year period.

"Good Reason" means the occurrence of any of the following events without the
Employee's express written consent, provided that the Employee has given notice
to the Company of such event and the Company has not remedied the problem within
fifteen (15) days:

(i)   any significant change in the duties and responsibilities of the Employee
      inconsistent in any material and adverse respect with the Employee's title
      and position (including status, officer positions and reporting
      requirements), authority, duties or responsibilities as contemplated by
      Annex 2 to this Agreement. For the purposes of this Agreement, because of
      the evolving nature of the Employer's business, the Company's changing of
      Employee's reporting relationships and department(s) will not be
      considered a significant change in duties and responsibilities;

(ii)  any material breach by the Company of this Agreement, including without
      limitation any reduction of the Employee's base salary or the Company's
      failure to pay to the Employee any portion of the Employee's compensation;
      or

(iii) the failure, in the event of a Change in Control in which the Company is
      not the surviving entity, of the surviving entity or the successor to the
      Company's business to assume this Agreement pursuant to its terms or to
      offer the Employee employment on substantially equivalent terms to those
      set forth in this Agreement.

"Termination" (and any similar, capitalized use of the term, such as
"Terminate") means, according to the context, the termination of this Agreement
or the Employee's ceasing to render employment services.


<PAGE>
                                                                         Annex 2

                    Particular Terms of Employee's Employment

Title(s): Chief Executive Officer

Reporting Requirement: The Employee will report to the Company's Board of
                       Directors.


Responsibilities: Such duties and responsibilities as are ordinarily associated
                  with the Employee's title(s) in a United States
                  publicly-traded corporation and such other duties as may be
                  specified by the Board of Directors from time to time.

Base Salary: US$165,000 per year

# of Weeks of Paid Vacation per Year: Three (3)

Other Benefits:

Monthly housing allowance or reimbursement after tax of US $3,000 per month,
monthly car allowance of $120 per month, tax equalization on salary and bonus to
15%, health, life and disability insurance and tuition fees for the Employee's
children as per company policy and bonus as specifically approved each year.


<PAGE>
                                                                         Annex 3

               FORM OF EMPLOYEE NON-COMPETITION, NON-SOLICITATION,
               CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT

     In consideration of my employment and the compensation paid to me by
Sohu.com Inc., a Delaware corporation, or a subsidiary or other affiliate or
related company thereof (Sohu.com Inc. or any such subsidiary or related company
or other affiliate referred to herein individually and collectively as "SOHU"),
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, I agree as follows:

1.   Non-Competition. During my employment with SOHU and continuing after the
     termination of my employment for the longer of (i) one year after the
     termination of my employment with SOHU for any reason and (ii) such period
     of time as SOHU is paying to me any severance benefits, (the "Noncompete
     Period"), I will not, on my own behalf, or as owner, manager, stockholder
     (other than as stockholder of less than 2% of the outstanding stock of a
     company that is publicly traded or listed on a stock exchange), consultant,
     director, officer or employee of or in any other manner connected with any
     business entity, participate or be involved in any Competitor without the
     prior written authorization of SOHU. "Competitor" means any business of the
     type and character of business in which SOHU engages or proposes to engage
     and may include, without limitation, an individual, company, enterprise,
     partnership enterprise, government office, committee, social organization
     or other organization that, in any event, produces, distributes or provides
     the same or substantially similar kind of product or service as SOHU. On
     the date of this Employee Non-competition, Non-solicitation, Confidential
     Information and Work Product Agreement (this "Agreement"), "Competitor"
     includes without limitation: Sina.com, Yahoo Inc., Tom.com, Netease.com
     Inc., Linktone, 263.com, AOL Time Warner Inc., JOYO and Dang Dang.

2.   Nonsolicitation. During the Noncompete Period, I will not, either for my
     own account or for the account of any other person: (i) solicit, induce,
     attempt to hire, or hire any employee or contractor of SOHU or any other
     person who may have been employed or engaged by SOHU during the term of my
     employment with SOHU unless that person has not worked with SOHU within the
     six months following my last day of employment with SOHU; (ii) solicit
     business or relationship in competition with SOHU from any of SOHU's
     customers, suppliers or partners or any other entity with which SOHU does
     business; (iii) assist in such hiring or solicitation by any other person
     or business entity or encourage any such employee to terminate his or her
     employment with SOHU; or (iv) encourage any such customer, supplier or
     partner or any other entity to terminate its relationship with SOHU.

3.   Confidential Information.

     (a)  While employed by SOHU and indefinitely thereafter, I will not,
          directly or indirectly, use any Confidential Information (as
          hereinafter defined) other than pursuant to my employment by and for
          the benefit of SOHU, or disclose any such Confidential Information to
          anyone outside of SOHU or to anyone within SOHU who has not been
          authorized to receive such information, except as directed in writing
          by an authorized representative of SOHU.

     (b)  "Confidential Information" means all trade secrets, proprietary
          information, and other data and information, in any form, belonging to
          SOHU or any of their respective clients, customers, consultants,
          licensees or affiliates that is held in confidence by SOHU.
          Confidential Information includes, but is not limited to computer
          software, the structure of SOHU's online directories and search
          engines, business plans and arrangements, customer lists, marketing
          materials, financial information, research, and any other information
          identified or treated as confidential by SOHU or any of their
          respective clients, customer, consultants, licensees or affiliates.
          Notwithstanding the foregoing, Confidential Information does not
          include information which SOHU has voluntarily disclosed to the public
          without restriction, or which is otherwise known to the public at
          large.

4.   Rights in Work Product.

     (a)  I agree that all Work Product (as hereinafter defined) will be the
          sole property of SOHU. I agree that all Work Product that constitutes
          original works of authorship protectable by copyright are "works made
          for hire," as that term is defined in the United States Copyright Act
          and, therefore, the property of SOHU. I agree to waive, and hereby
          waive and irrevocably and exclusively assign to SOHU, all right, title
          and interest I may have in or to any other Work Product and, to the
          extent that such rights may not be waived or assigned, I agree not to
          assert such rights against SOHU or its licensees (and sublicensees),
          successors or assigns.

<PAGE>

     (b)  I agree to promptly disclose all Work Product to the appropriate
          individuals in SOHU as such Work Product is created in accordance with
          the requirements of my job and as directed by SOHU.

     (c)  "Work Product" means any and all inventions, improvements,
          developments, concepts, ideas, expressions, processes, prototypes,
          plans, drawings, designs, models, formulations, specifications,
          methods, techniques, shop-practices, discoveries, innovations,
          creations, technologies, formulas, algorithms, data, computer
          databases, reports, laboratory notebooks, papers, writings,
          photographs, source and object codes, software programs, other works
          of authorship, and know-how and show-how, or parts thereof conceived,
          developed, or otherwise made by me alone or jointly with others (i)
          during the period of my employment with SOHU or (ii) during the six
          month period next succeeding the termination of my employment with
          SOHU if the same in any way relates to the present or proposed
          products, programs or services of SOHU or to tasks assigned to me
          during the course of my employment, whether or not patentable or
          subject to copyright or trademark protection, whether or not reduced
          to tangible form or reduced to practice, whether or not made during my
          regular working hours, and whether or not made on SOHU premises.

5.   Employee's Prior Obligations. I hereby certify I have no continuing
     obligation to any previous employer or other person or entity which
     requires me not to disclose any information to SOHU.

6.   Employee's Obligation to Cooperate. At any time during my employment with
     SOHU and thereafter upon the request or SOHU, I will execute all documents
     and perform all lawful acts that SOHU considers necessary or advisable to
     secure its rights hereunder and to carry out the intent of this Agreement.
     Without limiting the generality of the foregoing, I agree to render to SOHU
     or its nominee all reasonable assistance as may be required:

     (a)  In the prosecution or applications for letters patent, foreign and
          domestic, or re-issues, extensions and continuations thereof;

     (b)  In the prosecution or defense of interferences which may be declared
          involving any of said applications or patents;

     (c)  In any administrative proceeding or litigation in which SOHU may be
          involved relating to any Work Product; and

     (d)  In the execution of documents and the taking of all other lawful acts
          which SOHU considers necessary or advisable in creating and protecting
          its copyright, patent, trademark, trade secret and other proprietary
          rights in any Work Product.

The reasonable out-of-pocket expenses incurred by me in rendering such
assistance at the request of SOHU will be reimbursed by SOHU. If I am no longer
an employee of SOHU at the time I render such assistance, SOHU will pay me a
reasonable fee for my time.

7.   Termination; Return of SOHU Property. Upon the termination of my employment
     with SOHU for any reason, or at any time upon SOHU's request, I will return
     to SOHU all Work Product and Confidential Information and notes, memoranda,
     records, customer lists, proposals, business plans and other documents,
     computer software, materials, tools, equipment and other property in my
     possession or under my control, relating to any work done for SOHU, or
     otherwise belonging to SOHU, it being acknowledged that all such items are
     the sole property of SOHU. Further, before obtaining my final paycheck, I
     agree to sign a certificate stating the following:

"Termination Certificate

     This is to certify that I do not have in my possession or custody, nor have
     I failed to return, any Work Product (as defined in the Employee
     Non-competitition, Non-solicitation, Confidential Information and Work
     Product Agreement between me and Sohu.com Inc. ("SOHU")) or any notes,
     memoranda, records, customer lists, proposals, business plans or other
     documents or any computer software, materials, tools, equipment or other
     property (or copies of any of the foregoing) belonging to SOHU."

8.   General Provisions.

     (a)  This Agreement contains the entire agreement between me and SOHU with
          respect to the subject matter hereof and supersedes all prior and
          contemporaneous agreements and understandings related to the subject
          matter hereof, whether written or oral. This Agreement may not be
          modified except by written agreement signed by SOHU and me.

<PAGE>

     (b)  This Agreement will be governed by and construed and enforced in
          accordance with, the laws of the State of Delaware, U.S.A. if the
          dispute is resolved therein, and in accordance with the laws of the
          People's Republic of China ("China") if the dispute is resolved
          therein or in any other jurisdiction other than the State of Delaware,
          in either case without giving effect to the conflicts of laws rules of
          such jurisdiction. I consent to jurisdiction and venue in any court in
          the State of Delaware or any other country having jurisdiction over me
          for the purposes of any action relating to or arising out of this
          Agreement or any breach or alleged breach thereof, and to service of
          process in any such action by certified or registered mail, return
          receipt requested. Without limiting the foregoing, I specifically
          consent to jurisdiction and venue in any court in China for the
          purposes of any action relating to or arising out of this Agreement or
          any breach or alleged breach thereof that occurs in whole or in part
          in China.

     (c)  In the event that any provision of this Agreement will be determined
          by any court of competent jurisdiction to be unenforceable by reason
          of its extending for too great a period of time, over too large a
          geographic area, over too great a range of activities, it will be
          interpreted to extend only over the maximum period of time, geographic
          area or range of activities as to which it may be enforceable.

     (d)  If, after application of paragraph (c) above, any provision of this
          Agreement will be determined to be invalid, illegal or otherwise
          unenforceable by any court of competent jurisdiction, the validity,
          legality and enforceability of the other provisions of this Agreement
          will not be affected thereby. Any invalid, illegal or unenforceable
          provision of this Agreement will be severed, and after any such
          severance, all other provisions hereof will remain in full force and
          effect.

     (e)  SOHU and I agree that either of us may waive or fail to enforce
          violations of any part of this Agreement without waiving the right in
          the future to insist on strict compliance with all or parts of this
          Agreement.

     (f)  My obligations under this Agreement will survive the termination of my
          employment with SOHU regardless of the manner of or reasons for such
          termination, and regardless of whether such termination constitutes a
          breach of any other agreement I may have with SOHU. My obligations
          under this Agreement will be binding upon my heirs, executors and
          administrators, and the provisions of this Agreement will inure to the
          benefit of the successors and assigns of SOHU.

     (g)  I agree and acknowledge that the rights and obligations set forth in
          this Agreement are of a unique and special nature and necessary to
          ensure the preservation, protection and continuity of SOHU's business,
          employees, Confidential Information, and intellectual property rights.
          Accordingly, SOHU is without an adequate legal remedy in the event of
          my violation of any of the covenants set forth in this Agreement. I
          agree, therefore, that, in addition to all other rights and remedies,
          at law or in equity or otherwise, that may be available to SOHU, each
          of the covenants made by me under this Agreement shall be enforceable
          by injunction, specific performance or other equitable relief, without
          any requirement that SOHU have to post a bond or that SOHU have to
          prove any damages.

<PAGE>

IN WITNESS WHEREOF, the undersigned employee and SOHU have executed this
Employee Non-competition, Non-solicitation, Confidential Information and Work
Product Agreement.

Effective as of January 1, 2003 and signed on March 21,2003



Signature of Employee:                               Sohu.com Inc.

/s/ Charles Zhang                                    By: /s/ Derek Palaschuk
-----------------                                       --------------------
                                                        Name: Derek Palaschuk
Printed name of employee:                               Title: Chief Financial
                                                               Officer

Charles Zhang
-------------



</TEXT>
</DOCUMENT>
