MOTERNET SMS COOPERATION AGREEMENT

Exhibit 10.28

Monternet SMS Cooperation Agreement

Beijing Mobile Communication Co., Ltd (hereinafter referred to as “Party A”), as the mobile communication operator and mobile data operator, provides the application providers with the open premium-based communication channels. Beijing Sohu Internet Information Service Co., Ltd (hereinafter referred to as “Party B”), engaged in value-added communication business as approved by the competent telecom authorities, provides the mobile users the SMS value-added services. To provide the users with better application services, the parties agree as follows with regard to joint efforts of Monternet SMS services upon friendly consultation in the principle of equality, mutual benefit and development:

I. Introduction of Cooperation Scope

1.1 Party B shall fully comply with the State Council Order (No. 292) “Administrative Methods of Internet Contents and Application Services”, be granted the license of value-added telecom business (dedicated to mobile network value-added telecom service), service for telecom and information services (Internet information service), be able to provide comprehensive after service system, and have legal business conditions like the legal and reliable information/message sources.

1.2 In case Party B is the local partner of Party A, Party B shall provide Monternet SMS services to China Mobile mobile phone users of Beijing region only via the SMS channel of Party A.

1.3 Party B shall abide by Monternet SP regulations (including but not limited to “SMS Value-added Service SP Cooperation Regulations of Beijing Mobile and China Mobile) to provide SMS value-added services.

1.4 Party A shall conduct regular examination of Party B in accordance with Monternet SP Cooperation Regulations and relevant provisions, and is entitled to terminate the cooperation with Party B if the above examination fails.

II. Rights and Obligations

2.1 Rights and Obligations of Party A

1) Party A permits Party B to connect with Party A’s SMS gateway to provide SMS value-added services. Party A is entitled to adjust SMS traffic based on SMS center’s capacity provided that Party A shall notify Party B in advance of any adjustment impacting on Party B business.

2) Party A shall provide necessary GSM mobile communication system, and ensure the stable and smooth traffic transmission. Upon Party B’s notification about the poor transmission performance, Party A shall make troubleshooting promptly to avoid interference with Party B business.

3) Party A shall provide Party B the technical protocol/standard and interface standard of the SMS gateway platform as well as the technical documentation for mutual communication, and promptly address the communication problems of Party B.

4) Party A shall provide software/hardware for the SMS platform, and bear the operating cost thus incurred.

5) Party A shall renovate its own billing system at is own cost, including the bank premium-collection system and relevant hardware/software.

6) Party A shall provide the billing service and payment collection service to Party B. Party A is entitled to check the business of Party B to ensure the accuracy of the billing information. Party A shall provide users with the specific premium invoice, and the detailed bill as requested.

7) When applicable, Party A shall provide Party B with the relevant data of invalid Monternet users (number cancelled, mobile phone shut off and overdue premium users) to facilitate Party B to settle the problem.

8) Party A shall handle the user inquiries and complaints arising out the network problem.

2.2 Rights and Obligations of Party B

1) Party B shall undertake the purchase and maintenance of its own software/hardware systems, including but not limited to the work and cost of all hardware system/equipment test/commissioning, cut-over, system maintenance, routine business management and marketing of the subject project.

2) Party B shall provide China mobile users with the agreed contents and application services, and ensure the legal, current and reliable information sources. Party B shall warrant that its information and contents comply with the applicable laws and regulations, and be liable for any liability thus incurred.

3) The URL address of Party B customized interface to users is www.sohu.com for users to know about the contents and services of Party B. The above interface shall contain the basic service functions like authentication, addition, deletion, modification and searching, and the premium inquiry function. Party B shall provide users with the specific premium standard with the adjustment cycle above 6 months, by which any service premium standard is subject to no change within 6 months after the launching. Party B shall keep all user access records of at least 3 months, and keep the user ordering data permanently, and provide Party A with the interface for inquiry about the business records.

4) Party B shall take necessary measures to effectively control invalid Monternet users, and shall not send any information to invalid Monternet users to ensure the normal business of Monternet.

5) In case of system failure of Party B impacting on Party A communication system, Party B shall submit to instructions of Party A for adjustment of SMS traffic of Party B to ensure reliable and stable SMS services, when Party B shall handle any user dispute thus incurred.

6) In the term of this agreement, Party B shall not send ads among other waste information to users via the communication channel of Party A. Party B shall strengthen the examination of SMS contents, restrict on the group SMS quantity (at most 2 each time) and unit-time sending SMSs (at most 100 each hour). Party B shall take effective technical measures to avoid illegal attack on Monternet including illegal intrusion, password pirating and illegal access of webpages.

7) Party B shall handle the user inquiries about application services or contents, fee inquiries, complaints and resentments, and settle any user complaint transferred by Party A within stipulated timeframe while ensuring the fair and truthful settlement result.

8) In the term of this agreement, Party B is obligated to submit a report to Party A as requested about the user base, user categories, access habits and business prediction within the first 5 days each month. Party A shall keep the confidentiality of the data as set in article 8 hereunder.

9) Party B is obligated to promote and market Monternet services to users.

III. Responsibility and Rights Matrix

3.1 Party B shall handle the user dispute arising out the contents and services or transmission jams between the parties, and Party A shall handle the user dispute arising out of the SMS gateway and SMS center, as detailed in the diagram below: