THIS AGREEMENT dated as of 31 December 2002 between IVANHOE ENERGY INC., a Yukon
corporation (the "Borrower"), and IVANHOE CAPITAL FINANCE LIMITED, a Hong Kong company having
an office address as set forth in Section 9(b) (the "Lender")
W I T N E S S E T H
WHEREAS the Lender wishes to advance a loan to the Borrower, and the Borrower wishes to obtain a loan
from the Lender,
NOW THEREFORE the Borrower and the Lender hereby agree as follows:
SECTION 1 DEFINITIONS
As used herein, the following terms shall have the meanings set forth below:
"Applicable Rate" shall mean the prime lending rate established from time to time by the Bank of Montreal for
U.S. dollar-denominated loans to commercial customers in the United States (which rate need not be the lowest
rate charged by such institution) plus three percent (3%) per annum.
"Business Day" shall mean each day other than a Saturday, a Sunday or any other day on which banking
institutions in the City of Hong Kong is authorized or obligated by law or executive order to be closed.
"Equity Financing" means any sale by the Borrower or any of its subsidiaries, including Sunwing Holding
Corporation and Sunwing Energy Ltd., of its shares or of securities convertible into, exchangeable for or
exercisable to acquire its shares from which the Borrower or its subsidiary realizes net cash proceeds equal to or
greater than the Indebtedness outstanding hereunder as of the date of the closing of such sale.
"Event of Default" shall mean: (a) failure of the Borrower to make any principal or interest payment when due; (b)
the breach of any covenant contained herein and, if such breach is curable, the expiration of a 30-day period
following such breach during which the same is not cured; (c) the discovery that any representation or warranty
contained herein was, when made, false and if such misrepresentation or breach of warranty is curable, the
expiration of the 30 day period following such discovery during which the same is