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                                                                    Exhibit 10.3
                                                                  Execution Copy
                                                                  --------------

                             RESTRUCTURING AGREEMENT
                             -----------------------

This RESTRUCTURING AGREEMENT ("Agreement") is executed on this 20/th/ day of
September, 2003

BETWEEN

(1)  TOM.COM LIMITED ("TOM"), a company incorporated in the Cayman Islands and
     having its registered address at P.O. Box 309, Ugland House, South Church
     Street, George Town, Grand Cayman, Cayman Islands, British West Indies;

(2)  TOM Online Inc. ("TOM Online"), a company incorporated in the Cayman
     Islands and having its registered address at Ugland House, P.O. Box 309,
     George Town, Grand Cayman, Cayman Islands; and

(3)  Rich Wealth Holdings Limited ("Rich Wealth"), a company incorporated in the
     Cayman Islands and having its registered address at Scotia Centre, 4/th/
     Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands.

WHEREAS

(A)  Laurstinus Limited ("Laurstinus") is a company incorporated in the British
     Virgin Islands and as at the date hereof has an authorised share capital of
     US$50,000 divided into 50,000 shares of US$1.00 each ("Laurstinus Shares"),
     of which 1 Laurstinus Share has been issued and is fully paid up and is
     held by TOM.

(B)  Lahiji Vale Limited ("Lahiji") is a company incorporated in the British
     Virgin Islands and as at the date hereof has an authorised share capital of
     US$50,000 divided into 50,000 shares of US$1.00 each ("Lahiji Shares"), of
     which 1 Lahiji Share has been issued and is fully paid up and is held by
     TOM.

(C)  Advanced Internet Services Limited ("AIS") is a company incorporated in
     Hong Kong and as at the date hereof has an authorised share capital of
     US$100,000 divided into 10,000,000 shares of US$0.01 each ("AIS Shares")
     and all the 10,000,000 AIS Shares have been issued and are fully paid up.
     As at the date hereof, 9,999,999 AIS Shares are held by Rich Wealth and 1
     AIS Share is held by a nominee on trust for Rich Wealth.

(D)  TOM Online is a company incorporated in the Cayman Islands and as at the
     date hereof has an authorised share capital of US$50,000 divided into
     50,000 shares of US$1.00 each ("TOM Online Shares"), of which 1 TOM Online
     Share has been issued and is fully paid up and is held by TOM.

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(E)  The parties hereto are desirous of undergoing a restructuring exercise in
     accordance with Clause 2 below ("Restructuring") whereby, inter alia,
     Laurstinus and Lahiji will be transferred from being the direct
     wholly-owned subsidiaries of TOM to being the direct wholly-owned
     subsidiaries of TOM Online, and AIS will be transferred from being a direct
     wholly-owned subsidiary of Rich Wealth to being a direct wholly-owned
     subsidiary of TOM Online.

(F)  Each of the parties hereto has delivered to the other parties on or before
     the date hereof a certified copy of its board resolutions authorising such
     party to enter into this Agreement and to perform the matters contemplated
     hereto.

NOW IT IS HEREBY AGREED as follows:

1.   RESTRUCTURING
     -------------

1.1  The parties hereto shall take all such actions within their powers to cause
     the following transactions to be completed on 20/th/ September, 2003
     ("Completion Date"):

     (a) (i)  TOM shall transfer its entire shareholding in Laurstinus (the
              "Laurstinus Assignment Share") to TOM Online.

         (ii) The consideration for the assignment of the Laurstinus Assignment
              Share shall be satisfied by the issue of 1 new TOM Online Share,
              credited as fully paid, to TOM.

     (b) (i)  TOM shall transfer its entire shareholding in Lahiji (the "Lahiji
              Assignment Share") to TOM Online.

         (ii) The consideration for the assignment of the Lahiji Assignment
              Share shall be satisfied by the issue of 1 new TOM Online Share,
              credited as fully paid, to TOM.

     (c) (i)  Rich Wealth shall and procure its nominee to transfer the entire
              shareholding in AIS (the "AIS Assignment Shares") to TOM Online
              and its nominee.

         (ii) The consideration for the assignment of the AIS Assignment Shares
              shall be satisfied by the issue of 1 new TOM Online Share,
              credited as fully paid, to TOM (as nominated by Rich Wealth).

1.2  As consideration for the assignment of the Laurstinus Assignment Share, the
     Lahiji Assignment Share and the AIS Assignment Shares referred to Clause
     1.1 above, TOM Online will issue and allot on the Completion Date a total
     of 3 new TOM Online Shares, credited as fully paid, to TOM.

1.3  Save as otherwise set out in this Agreement, ownership and risk in each of
     the Laurstinus Assignment Share, the Lahiji Assignment Share and the AIS
     Assignment Shares shall pass to TOM Online with effect from Completion.

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2.   COMPLETION
     ----------

2.1  Completion of the matters described in Clauses 1.1 and 1.2 above
     ("Completion") shall take place at 11:30 a.m. on the Completion Date at
     48/th/ Floor, The Center, 99 Queen's Road Central, Central, Hong Kong when
     all (and not some only) of the events described in this Clause 2 shall
     occur.

2.2  At Completion:

     (a)  TOM shall deliver to TOM Online:

          (i)  an instrument of transfer duly executed by TOM (including any
               document, such as necessary waivers of pre-emption rights as may
               be required to enable TOM Online to be registered as the holder
               of each of the Laurustinus Assignment Share and the Lahiji
               Assignment Share) in respect of each of the Laurstinus Assignment
               Share and the Lahiji Assignment Share in favour of TOM Online;
               and

          (ii) the original share certificates in respect of the Laurstinus
               Assignment Share and the Lahiji Assignment Share for
               cancellation;

     (b)  Rich Wealth shall deliver to TOM Online:

          (i)  an instrument of transfer duly executed by each of Rich Wealth
               and its nominee in respect of the AIS Assignment Shares
               (including any document, such as necessary waivers of pre-emption
               rights as may be required to enable TOM Online to be registered
               as the holder of the AIS Assignment Share) in favour of TOM
               Online and its nominee, respectively; and

          (ii) the original share certificates in respect of such AIS Assignment
               Shares for cancellation;

     (c)  TOM Online shall issue and allot a total of three (3) new TOM Online
          Shares to TOM as set out in Clause 1.2 and shall deliver to TOM the
          original share certificate(s) in respect of the allotment of such new
          TOM Online Shares;

     (d)  a copy of a resolution of the board of directors of TOM Online
          approving the registration of TOM as the registered owner of the new
          TOM Online Shares referred to in Clause 1.2; and

     (e)  copies of resolutions of each of the board of directors of TOM and
          Rich Wealth, authorizing the execution of and the performance by TOM
          or Rich Wealth (as the case may be) of their obligations under this
          Agreement and the transactions contemplated by it.

3.   FURTHER ASSURANCE
     -----------------

     The parties hereto shall do and execute or procure to be done and executed
     all such further acts, deeds, things and documents as may be necessary to
     give effect to the Restructuring and the other terms of this Agreement.

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4.   WARRANTIES
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4.1. TOM hereby warrants and represents to TOM Online that:

     (a)  it has power to enter into this Agreement and to fulfil (or procure
          the fulfillment of) its obligations herein;

     (b)  it has and will at Completion have the right to sell and transfer full
          legal and beneficial ownership in each of the Laurstinus Assignment
          Share and the Lahiji Assignment Share to TOM Online pursuant to Clause
          1.1(a) and (b) free and clear of any lien, pledge, charge or mortgage
          encumbrance, interest or equity of any person (including any right to
          acquire, option or right of pre-emption or conversion), assignment,
          hypothecation, security interest, title retention or any other
          security agreement or arrangement, any agreement to create any of the
          above, or any other rights exercisable by third parties whatsoever;
          and

     (c)  as at the date hereof and as at Completion, there is no outstanding
          indebtedness or liability, including any guarantee or indemnity, owing
          by Laurstinus or Lahiji to any party whatsoever.

4.2. Rich Wealth hereby warrants and represents to TOM Online that:

     (a)  it has power to enter into this Agreement and to fulfil (or procure
          the fulfillment of) its obligations herein;

     (b)  it has and will at Completion have the right to sell and transfer full
          legal and beneficial ownership in all of the AIS Assignment Shares to
          TOM Online pursuant to Clause 1.1(c) free and clear of any lien,
          pledge, charge, mortgage, encumbrance, interest or equity of any
          person (including any right to acquire, option or right of pre-emption
          or conversion), assignment, hypothecation, security interest, title
          retention or any other security agreement or arrangement, any
          agreement to create any of the above, or any other rights exercisable
          by third parties whatsoever, and

     (c)  as at the date hereof and as at Completion, there is no outstanding
          indebtedness or liability, including any guarantee or indemnity, owing
          by AIS to any party whatsoever.

5.   MISCELLANEOUS
     -------------

5.1  TOM Online shall bear all the costs and expenses (including the stamp duty
     (if any) payable for the transfer to it of the Laurstinus Assignment Share,
     the Lahiji Assignment Share and the AIS Assignment Shares and all fees and
     charges incurred by the parties hereto) in connection with the preparation,
     negotiation and entering into of this Agreement. In the event that
     Completion does not occur for any reason whatsoever, each party hereto
     shall pay its own legal costs associated with the negotiation and entering
     into of this Agreement.

5.2  Each notice, demand or other communication given or made under this
     Agreement shall be in writing and delivered or sent to the relevant party
     at its address or fax

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     number set out below (or such other address or fax number as the addressee
     has by five (5) days' prior written notice specified to the other parties):

     To TOM:           TOM.COM LIMITED
                       48/th/ Floor, The Center
                       99 Queen's Road Central
                       Central
                       Hong Kong
                       Fax number: 2189 7446
                       Attention: The Company Secretary

     To TOM Online:    TOM Online Inc.
                       48/th/ Floor, The Center
                       99 Queen's Road Central
                       Central
                       Hong Kong
                       Fax number: 2189 7446
                       Attention: The Company Secretary

     To Rich Wealth:   Rich Wealth Holdings Limited
                       48/th/ Floor, The Center
                       99 Queen's Road Central
                       Central
                       Hong Kong
                       Fax number: 2189 7446
                       Attention: The Company Secretary

     Any notice, demand or other communication so addressed to the relevant
     party shall be deemed to have been delivered (a) if given or made by
     letter, when actually delivered to the relevant address: and (b) if given
     or made by fax, when dispatched.

5.3  No failure or delay by the parties hereto in exercising any right, power or
     remedy under this Agreement shall operate as a waiver thereof, nor shall
     any single or partial exercise of the same preclude any further exercise
     thereof or the exercise of any other right, power or remedy. Without
     limiting the foregoing, no waiver by any party to the Agreement of any
     breach by the other party of any provision hereof shall be deemed to be a
     waiver of any subsequent breach of that or any other provision hereof. If
     at any time any provision of this Agreement is or becomes illegal, invalid
     or unenforceable in any respect, the legality, validity and enforceability
     of the remaining provisions of this Agreement shall not be affected or
     impaired thereby.

5.4  This Agreement shall not be assignable without prior written consent of all
     the parties hereto.

5.5  This Agreement (together with any documents referred to herein) constitutes
     the whole agreement between the parties hereto and it is expressly declared
     that no variations hereof shall be effective unless made in writing.

5.6  This Agreement may be signed in any number of counterparts, all of which
     taken together shall constitute one and the same document.

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6.   GOVERNING LAW AND JURISDICTION
     ------------------------------

     This Agreement shall be governed by and construed in accordance with the
     laws of the Hong Kong Special Administrative Region and the parties hereto
     irrevocably submit to the non-exclusive jurisdiction of the Hong Kong
     courts.

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IN WITNESS whereof this Agreement is executed by the parties on the day and year
first above written.

SIGNED by                       )
for and on behalf of            )
TOM.COM LIMITED                 )
in the presence of:-            )

SIGNED by                       )
for and on behalf of            )
TOM ONLINE INC.                 )
in the presence of:-            )

SIGNED by                       )
for and on behalf of            )
RICH WEALTH HOLDINGS LIMITED    )
in the presence of:-            )

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