Term Sheet dated March 10, 2004



  
 Exhibit 10.15

  
 TERM SHEET 
  
 This TERM SHEET (the “Term Sheet”) is made the 10 day of March 2004, by and among
the following parties: 
  
 CHINA INTERACTIVE (SINGAPORE) PTE LTD, a company
incorporated in Singapore and having its registered office at 45 Sam Leong Road, Singapore 207935 (hereinafter referred to as “CIS”); 
  
 GAMENOW.NET (HONG KONG) LIMITED, a company incorporated in Hong Kong and having its registered office at 22/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong
Kong (hereinafter referred to as “GN”); and 
  
 CHINA THE9 ITERACTIVE
(HONG KONG) LIMITED, a company incorporated in Hong Kong and having its registered office at 22/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (hereinafter referred to as “C91”). 
  
 The above parties are hereinafter referred to as the “Parties” and individually as
a “Party.” 
  
 IT IS HEREBY AGREED as follows: 
  

			
		
	 Loan Issuer
	  	GN or an affiliate of GN
		
	 Borrower
	  	CIS
		
	 Principal Amount
	  	US$4,600,000 (the “Principal Amount”), subject to adjustment upon completion of the share transfer set forth below.
		
	 Interest Rate
	  	5% per annum, payable annually in US dollars (pro-rated for any period less than one year) by January 31 of each year.
		
	 Maturity
	  	The principal amount of the Loan and all the unpaid interest accrued thereon shall be immediately due and payable at the written request of GN
		
	 Disbursement of Loan
	  	GN agrees that it shall disburse US$0.6 million of the Principal Amount immediately upon the signing of this term sheet
		
	 Definitive Agreement
	  	Signing of the Loan Agreement (the “Loan Agreement”) within 60 days of the signing of this Term Sheet.

  










			
		
	 Share Transfer
	  	CI shall transfer 14.9% of the total issued shares of C91 (the “C91 Shares”) held by CI to GN at the per share price equal to the aggregate invested amount per share on the date on
which the Loan Agreement is signed. The consideration to be paid by GN for the C91 Shares transferred from CI shall be deducted from the Principal Amount to be extended by GN to CI.
		
	 Termination:
	  	Standard termination clauses to be incorporated into the Loan Agreement.
		
	 Exclusivity
	  	Neither CI nor C91 shall enter into any agreement, whether oral or written, with any third party to borrow any amount of funds from such third party without the prior written consent of GN.
C91 shall not issue any additional securities without the prior written consent of GN. CI shall not transfer any of the CI Shares to any third party other than GN.
		
	 Arbitration
	  	Any disputes, claims and differences between the parties in relation to the Term Sheet shall resolved by arbitration in accordance with ICC Arbitration Rules (“ICC Rules”) by one
arbitrator to be appointed in accordance with the ICC Rules. The place of arbitration shall be in Hong Kong. The arbitration shall be conducted in English.
		
	 Governing Law/Language:
	  	Hong Kong/English
		
	 Binding Effect
	  	This Term Sheet is binding on the Parties hereto until the definitive Loan Agreement is duly executed by the Parties hereto.

  
 (Signature Page to
Follow) 
  









 IN WITNESS WHEREOF, the Parties have hereunto set their hands the day and year first above written. 
  

			
	 CHINA INTERACTIVE LIMITED

		
	 By:
	 	


	 Name:
	 	 Ong Toon Wah (Roland Ong)

	 Title:
	 	 CEO


  

			
	 GAMENOW.NET (HONG KONG) LIMITED

		
	 By:
	 	


	 Name:
	 	 J. ZHU

	 Title:
	 	 CEO


  

									
	 CHINA THE9 INTERACTIVE (HONG KONG) LIMITED
	 	 	 	 
					
	 By:
	 	

	 	 	 	 	 	


	 Name:
	 	 J. ZHU
	 	 	 	 	 	 Ko Cund

	 Title: