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　　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 Borrower's search engine customized with, among other elements, the features developed for Lender, (c) provide software hosting and maintenance services for Lender's benefit, and (d) purchase additional hardware and software necessary or desirable to service Lender's needs, and (ii) Lender would make certain payments to Borrower, and provide loans to Borrower to facilitate Borrower's purchase of additional hardware and software necessary or desirable to service Lender's 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.