**ARTICLE I LICENSE**  **3**      **ARTICLE II LICENSE FEES**  **3**      **ARTICLE III OWNERSHIP**  **3**      **ARTICLE IV CONFIDENTIALITY**  **4**      **ARTICLE V REPRESENTATIONS AND WARRANTIES**  **4**      **ARTICLE VI RIGHTS AND OBLIGATIONS**  **5**      **ARTICLE VII QUALITY OF 51NET WEBSITE**  **5**      **ARTICLE VIII COMPETITIVE DOMAIN NAME**  **5**      **ARTICLE IX EFFECTIVE DATE, EFFECTIVENESS AND EXTENSION**  **5**      **ARTICLE X TERMINATION**  **6**      **ARTICLE XI EFFECTIVENESS OF TERMINATION**  **6**      **ARTICLE XII TAXES**  **6**      **ARTICLEXIII LIABILITIES OF BREACH OF AGREEMENT**  **6**      **ARTICLE XIV FORCE MAJEURE EVENT**  **6**      **ARTICLE XV NOTICE**  **6**      **ARTICLE XVI TRANSFER; PLEDGE**  **7**      **ARTICLE XVII GOVERNING LAW**  **7**      **ARTICLE XVIII DISPUTES RESOLUTION**  **7**      **ARTICLE XIX MODIFICATION AND AMENDMENTS**  **7**      **ARTICLE XX SEVERABILITY**  **7**      **ARTICLE XXI MISCELLANEOUS**  **7** 
 
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**Domain Name License Agreement**This Domain Name License Agreement (“**Agreement**”) is made and entered into on May 3, 2008 by andbetween:**51net.com Inc.,**a company organized under the laws of the British Virgin Islands, with itsregistered office at c/o Offshore Incorporations Limited, P.O. Box 957, Offshore IncorporationCentre, Road Town, Tortola, British Virgin Islands (“**Licensor**”), and**Shanghai Run An Lian Information Consultancy Company Limited**, a limited liability company dulyorganized and validly existing under the laws of the People’s Republic of China, with itsregistered address at Room 753, 710 Changping Road, Shanghai, PRC (“**Licensee**”).**WHEREAS:**1. Licensor is a company organized under the laws of the British Virgin Islands and has legallyobtained and owns the domain name under this Agreement; and2. Licensor agrees to grant to Licensee the license to use the foresaid domain name inaccordance with the terms and conditions of this Agreement, and Licensee agrees to accept suchlicense in accordance with the same terms and conditions.**NOW THERFORE**, the parties hereof agree as follows:**ARTICLE I License**1.1 Grant of Domain Name LicenseIn accordance with this Agreement, Licensor agrees to grant to Licensee and the Licenseeagrees to accept the license (“**Domain Name License**”) to use the domain name www.51job.com(“**51net Domain Name**”)1.2 Territories of the Domain Name License a. Domain Name License granted hereunder shall be effective only on the 51netwebsite operated by Licensee, i.e., http://www.51job.com (“**51net Website**”). Licenseehereby agrees that it shall not use or authorize others to use 51net Domain Name,directly or indirectly, in any means other than as provided in this Agreement. b. Domain Name License granted under this Agreement is effective only within theterritory of China (excluding Hong Kong, Macau and Taiwan). Licensee agrees that itshall not use or authorize others to use 51net Domain Name, directly or indirectly, inother countries or areas.**ARTICLE II License Fees**2.1 Licensee agrees to pay Domain Name License fees to Licensor for Domain Name License grantedunder this Agreement and for use of 51net Domain Name, and the parties shall separatelydetermine the specific fee amount.**ARTICLE III Ownership**3.1 The ownership of 51net Domain Name shall rest with Licensor. Licensee hereby acknowledgesthe value of the goodwill related to 51net Domain Name. Licensee hereby confirms that, thevalue in connection with 51net Domain Name, including the value of goodwill related to 51netDomain Name which has been formed as of the date of this Agreement and the value of goodwillin connection with 51net Domain Name arising from the use of 51net Domain Name by Licensee andthe operation of 51net Website by Licensee during the effective term of this Agreement, shallbe owned by Licensor.
 
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**ARTICLE IV Confidentiality**4.1 Licensee shall keep confidential any and all confidential data and information that Licenseelearned or accessed due to its acceptance of the foresaid Domain Name License (“ConfidentialInformation”).4.2 Upon the termination of this Agreement, Licensee shall return any and all documents,information or software containing the Confidential Information to Licensor at the request ofLicensor, or destroy the same or delete any Confidential Information from any relevant memorydevice, and it shall not continue to use such Confidential Information.4.3 Without prior written consent of Licensor, Licensee shall not disclose the ConfidentialInformation to any third party.4.4 Without prior written consent of Licensor, Licensee shall not use the ConfidentialInformation for purposes other than this Agreement.4.5 The Parties agree that, this confidentiality provision shall survive the modification,dissolution or termination of this Agreement.**ARTICLE V Representations and Warranties**5.1 Licensor hereby undertakes and warrants that: a. Licensor is a company registered and organized and duly existing under the lawsof the British Virgin Islands; b. Licensor has the power and authorization to execute and perform this Agreement,and the execution and performance of this Agreement by Licensor conform to thestipulations in its business scope, articles of association and other incorporationdocuments, and Licensor has obtained all necessary and appropriate approvals andauthorizations for the execution and performance of this Agreement; c. the execution and performance of this Agreement by Licensor do not violate anylaws and regulations or governmental approval, authorization, notice or other governmentdocuments, which is binding upon or affects Licensor, or constitutes any default to anyagreement entered into by Licensor and any third party or any undertaking to any thirdparty; and d. this Agreement constitutes a legal and valid obligation enforceable againstLicensor upon the execution of this Agreement.5.2 Licensee hereby undertakes and warrants that: a. Licensee is a company registered and organized and duly existing under the PRClaws; b. Licensee has the power and authorization to execute and perform this Agreement,and the execution and performance of this Agreement by Licensee conform to thestipulations in its business scope, articles of association and other incorporationdocuments, and Licensee has obtained all necessary and appropriate approvals andauthorizations for the execution and performance of this Agreement; c. the execution and performance of this Agreement by Licensor do not constitute anydefault or violation to any agreement entered into by Licensee and any third party orany undertaking to any third party; d. this Agreement constitutes legal and valid obligations enforceable againstLicensee upon the execution of this Agreement;
 
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 e. Licensee has obtained all governmental approvals, licenses, authorizations or permits toconduct Internet human resources services and Internet information provision businesswithin China; and f. Licensee shall use 51net Domain Name and operate 51net Website in strictaccordance with relevant PRC laws and regulations and government requirements, and shallcomplete legal formalities with regard to government approvals and licenses of, andregistration and filing with the authorities in connection with the use of 51net DomainName and the operation of 51net Website (if applicable).**ARTICLE VI Rights and Obligations**6.1 During the effective term of this Agreement, Licensor shall complete all legal proceduresrelated to 51net Domain Name in accordance with the administrative regulations andrequirements of the agency that 51net Domain Name is registered with, including withoutlimitation the annual examination, and shall pay all expenses and fees in connection with51net Domain Name.6.2 Licensee shall not infringe any of Licensor’s rights to 51net Domain Name within the term ofthis Agreement or afterwards, and it shall not challenge the validity of 51net Domain Name andthis Agreement.6.3 Licensee agrees that it shall use its best efforts to assist Licensor to protect theLicensor’s rights to 51net Domain Name. To protect the rights of Licensor to the 51net DomainName from infringement, Licensor may file a claim or litigation in its own name, or in thename of Licensee or in the name of both Licensor and Licensee, and Licensor may respond to anyclaims or litigations in its own name, or in the name of Licensee or in the name of bothLicensor and Licensee.6.4 Licensee agrees that, once it becomes aware of any infringement of the rights of Licensor to51net Domain Name, Licensee shall immediately notice Licensor in writing, and it is Licensor’sdecision as to whether any action should be taken against such infringement.6.5 Licensee agrees that it shall only use 51net Domain Name in accordance with this Agreementand it shall not use 51net Domain Name in any manner which, in the opinion of Licensor, isfraudulent, misleading or otherwise detrimental to 51net Domain Name.**ARTICLE VII Quality of 51net Website**7.1 Licensee shall use its best endeavors to improve the quality of 51net Website during theoperation of the website so as to maintain and improve the goodwill and reputation representedby 51net Domain Name.**ARTICLE VIII Competitive Domain Name**8.1 In the event that the domain names currently used or to be used by Licensee or its affiliatesconflict with 51net Domain Name hereunder, Licensor has the right to terminate this Agreementwith a prior written notice of thirty (30) days to Licensee.**ARTICLE IX Effective Date, Effectiveness and Extension**9.1 This Agreement shall be executed on and become effective as of the date first written above.Unless otherwise terminated early pursuant to this Agreement, the term of this Agreement shallbe ten (10) years.9.2 This Agreement may be extended upon the written consent of Licensor.
 
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**ARTICLE X Termination**10.1 This Agreement shall be terminated upon the expiration of the term of this Agreement, unlessextended in accordance with this Agreement.10.2 In the event that any party violates this Agreement and fails to remedy such violationswithin thirty (30) days of the receipt of a written notice from the other party requesting theremedy, the non-defaulting party may terminate this Agreement by written notice to thedefaulting party.10.3 Article 4 hereof shall survive the termination of this Agreement.**ARTICLE XI Effectiveness of Termination**11.1 Immediately upon the termination of this Agreement, Licensee shall return to Licensor all therights granted by Licensor to Licensee under this Agreement and Licensor shall have the rightto grant others the license to use 51net Domain Name and Licensee shall not use 51net DomainName in any way.**ARTICLE XII Taxes**12.1 Any taxes incurred due to the execution and performance of this Agreement shall be borne byparties respectively in accordance with relevant laws and regulations.**ARTICLE XIII Liabilities of Breach of Agreement**13.1 In the event that any breach of this Agreement by a party causes losses and damages to theother party, the defaulting party shall be liable and compensate the non-defaulting party forall losses and damages.13.2 Any allowance, grace period and deferred exercise of the rights entitled under this Agreementgranted by one party in connection with the other party’s default or delay shall not beconstrued as a waiver of the same of the right of such party.**ARTICLE XIV Force Majeure Event**14.1 The Force Majeure Event hereunder refers to governmental act, fire, explosion, typhoon,flood, earthquake, tide, lightning, war or any other events which are unforeseeable by andbeyond the control of any party hereto. In the event of a Force Majeure Event, the partyaffected by such event shall immediately notice the other party.14.2 In the event of occurrence of Force Majeure Event, no party shall be held liable for thedamages, losses or increased expenses arising from such party’s failure of or delay in theperformance of this Agreement due to the Force Majeure Event, and the failure of or delay inthe performance of the Agreement due to the Force Majeure Event shall not be deemed as abreach of this Agreement. The party affected by the Force Majeure Event shall take allappropriate measures to set off or minimize the effect of the Force Majeure Event, and itshall use the best efforts to continue to perform the obligations the performance of which hasbeen suspended or delayed. After the Force Mejeure Event is eliminated, both parties agreethat they shall use their best endeavors to continue to perform this Agreement.**ARTICLE XV Notice**15.1 Any notice made under this Agreement shall be delivered to the other party by personaldelivery, via facsimile or by registered mail. A notice, if sent by registered mail, shall bedeemed to have been served on the date recorded on the return receipt, if sent by personaldelivery or via facsimile, shall be deemed to have been served on the date immediatelyfollowing the date on which such notice is sent. In the event that the notice is sent viafacsimile, the original of such notice shall be sent by registered mail or by personaldelivery immediately after the transmission.
 
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**ARTICLEXVI Transfer; Pledge**16.1 Without the prior written consent of Licensor, Licensee shall not transfer, sublicense, orpledge any of its rights and obligations (including but not limited to Domain Name License)under this Agreement or otherwise impose any security interests upon the same.**ARTICLE XVII Governing Law**17.1 The parties hereto agree that this Agreement shall be governed by the PRC laws.**ARTICLE XVIII Disputes Resolution**18.1 All disputes arising from or in connection with this Agreement shall be resolved throughfriendly consultation between the parties hereto, failing which, either party may submit thedispute to China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijingfor arbitration in accordance with then effective arbitration rules of CIETAC. Thearbitration award shall be final and binding upon both parties hereto.18.2 In the event that any disputes occur due to interpretation and performance of this Agreementor any disputes are under the arbitration, both parties hereto shall continue to perform theirrespective duties and obligations under this Agreement not subject to the disputes.**ARTICLE XIX Modification and Amendments**19.1 Both parties may modify or supplement this Agreement by written agreement. Any modificationof and/or supplement to this Agreement constitute an integral part of this Agreement, andshall have the same legal effect with this Agreement.**ARTICLE XX Severability**20.1 The invalidity of any provision under this Agreement shall not affect the effect and validityof other provisions hereunder.**ARTICLE XXI Miscellaneous**21.1 The parties hereto have caused their respective authorized representatives to execute andaffix their respective company seals to this Agreement on the date first written above, onwhich date this Agreement shall become effective. This Agreement shall be written in two (2)counterparts, one for Licensor and one for Licensee. Both counterparts shall have the samelegal effect.**Licensor: 51net.com Inc.**Authorized representative: For and on behalf of 51net.com Inc. /s/ Rick Yan **Licensee: Shanghai Run An Lian Information Consultancy Company Limited**Authorized representative: [Company Seal of Shanghai Run An Lian Information Consultancy CompanyLimited]
 
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