The Third Amended and Restated Business Operation Agreement



 Exhibit 4.54 
 Third Amended and Restated Business Operation Agreement 
 This Amended and Restated Business Operation Agreement
(hereinafter the “Agreement”) is entered into on the day of July 30,2007 (hereinafter the “Effective Date”) among the following parties: 
 eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”) 
 Address: 10 Jiuxianqiao Street, Chaoyang District
Beijing 
 Legal Representative: Justin Tang 
 Beijing
Asia Media Interactive Advertising Co. Ltd (hereinafter “Party B”) 
 Address: 203, Xingke Plaza-B, 10 Jiuxianqiao Street, Chaoyang District
Beijing 
 Legal Representative: Justin Tang 
 Justin
Tang. (hereinafter “Party C”) 
 Address: Room 23A No. 1 Building, Yujing Garden, No.5 Shoutudong Street, 
 Chaoyang District, Beijing 
 ID No.: 3201061971032121236 
 Thomas Zheng. (hereinafter “Party D”) 
 Address: No.11,
Huaibaishu Street, Xuanwu District, Beijing 
 ID No.: 110104196411121637 
 WHEREAS: 
 (1) Party A is a wholly foreign-owned enterprise with valid existence registered in the People’s
Republic of China (hereinafter the “PRC”); 
 (2) Party B is a limited company registered under the law of PRC and engages in advertising business;

 (3) Party A and Party B established the business relationship by entering into the Advertising Technology Consultancy and Services Agreement (hereinafter
the “Services Agreement”) on the date of February 1, 2001 in Beijing; 
 (4) Pursuant to Services Agreement between Party A and Party B, Party
B shall pay a certain amount of money to Party A. However, Party B’s business operation will substantially affect Party A’s payment capability; 
 (5) Party C is a shareholder of Party B who owns 75% equity in Party B; 
 (6) Party A, Party B, Party C and Linda Dong signed Amended and Restated
Business Operation Agreement on December 30, 2004 to clearly define the matters related to business of Party B. 
 (7) In accordance with the Equity
Transfer and Debt Transfer Agreement signed between Party D and Linda Dong, the former shareholder previously holding 25% the equity interest of Party B on July 30, 2007, Party D is ready to be assigned the 25% equity interest of Party B from
Linda Dong and any credit and debt relationship formed between investment of Linda Dong in Party B. 
 (8) To reflect Party D’s succession of Amended
and Restated Business Operation Agreement signed between Linda Dong and Party A, Party B and Party C on July 30, 2007, Party A, Party B, Party C and Party D hereby make a Third amendment and restatement to the Business Operation Agreement as
described in this agreement. 







 NOW THEREFORE, Party A, Party B, Party C and Party D through mutual negotiations hereby agree as follows:

 1. In order to ensure Party B’s normal operation, Party A agrees, subject to Party B’s satisfaction of the relevant provisions herein, to act as
the guarantor for Party B in the contracts, agreements or transactions in association with Party B’s operation between Party B and any other third party and to provide full guarantee for Party B in performing such contracts, agreements or
transactions. Party B agrees to mortgage the receivables of its operation and the company’s whole asset to Party A as a counter guarantee. Pursuant to the above guarantee arrangement, Party A, as the guarantor for Party B, shall respectively
enter into written guarantee contracts with Party B’s counter parties to assume the guarantee liability. 
 2. In consideration of the requirement of
Article 1 herein and to ensure the performance of the various operation agreements between Party A and Party B and to ensure the payment of the various payables by Party B to Party A, Party B together with its shareholders Party C and Party D hereby
jointly agree that Party B shall not conduct any transaction which may materially affect its assets, obligations, rights or the company’s operation unless the obtainment of a prior written consent from Party A, including without limitations to
the following contents: 
 2.1 To borrow money from any third party or assume any debt (including contingent liability) from any third party; 
 2.2 To sell to any third party or acquire from any third party any assets or rights, including without limitations to any intellectual property rights; 
 2.3 To provide any security interest, financial burden or priority right for any third party with part or entire of its assets or intellectual property rights; and

 2.4 To assign to any third party the agreements entered into with respect to part or entire of its business or any of its business. 
 3. Appointment of the Company’s Employees  
 3.1 In order to
ensure the performance of the various operation agreements between Party A and Party B and to ensure the payment of the various payables by Party B to Party A, Party B together with its shareholders Party C and Party D hereby jointly agree to accept
the provision of the corporate policies and guidance by Party A at no time in respects of appointment and dismissal of the company’s employees, the company’s daily operation administration and the company’s financial administrative
system. 
 3.2 Party B together with its shareholders Party C and Party D hereby jointly agree that Party B, Party C and Party D shall only appoint the
personnel recommended by Party A as the directors of Party B, and Party B shall engage Party A’s high ranking officers or any other candidate recommended by Party A as Party B’s general manager, chief financial officer, and other high
ranking officers. If any of the above officers leaves or is fired by Party A, he or she will lose the qualification to undertake any positions in Party B and Party B, Party C and Party C shall appoint other high officers recommended by Party A to
undertake such position. 
 4. Guarantees for Working Capital  
 The guarantee for the loan of working capital Party B together with its shareholders Party C and Party D hereby jointly agree and confirm that except the stipulation set forth in Article 1 herein, Party B shall seek a guarantee from Party A
first if Party B needs any guarantee for its performance of any contract or loan of working capital in the course of operation. In this case, Party A shall have the right but not the obligation to provide appropriate guarantee to Party B on its own
discretion. If Party A decides not to provide such guarantee, Party A shall issue a written notice to Party B immediately and Party B shall seek a guarantee from other third party. 







 5. Termination  
 5.1
In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall have the right but not the obligation to terminate all agreements between Party A and Party B including without limitation to Services
Agreement. 
 5.2 Party A has right to terminate the agreement by delivering 30 days’ written notice to Party B at any time. During the validity period
of the agreement, except the regulations in the applicable law. Party B and Party C and Party D should not terminate the agreement in advance, 
 6.
Compensation for Damage  
 All the parties agree that any party violating any obligation of the agreement shall compensate any or all loss,
responsibility, expense, claim or expenditure (including without limitation to legal expense and expenditure), to any other party (Hereinafter “Party Accepting Compensation”), and guarantee that the Party Accepting Compensation shall not
receive any damage. 
 7. Settlement of Distribution  
 7.1 The agreement shall be under the jurisdiction of the law of PRC, and be explained in accordance with the law of PRC. 
 7.2 Any dispute, tangle
or claim arising from the agreement or relating with the agreement (including any issue relating with the existence, validity or termination of the agreement) should be submitted to China International Economic and Trade Arbitration Commission (the
“Arbitration Commission”). Arbitration Commission shall conduct arbitration in accordance with the current effective rules of arbitration application. The arbitration award shall be final and binding upon both parties. 
 7.3 Arbitration place shall be in Beijing, PRC. 
 7.4 Arbitration language
shall be English. 
 7.5 The court of arbitration shall compose of three arbitrators. Both parties should respectively appoint an arbitrator, the chairman of
the court of arbitration shall be appointed by both parties through consultation. In case both parties do not coincide in opinion of the person selected for the chief arbitrator within twenty days from the date of their respectively appoint an
arbitrator, the director of Arbitration Commission shall have right to appoint the chief arbitrator. 
 7.6 Both parties agreed that the court of arbitration
established according to the regulation shall have right to provide actually performed relief on the proper situation according with PRC Law (including but not being limited to Law of Contract of the People’s Republic of China). For the
avoidance of doubt, both parties further that any court having jurisdiction (including PRC Court) shall carry out the arbitral award of actual performance issued by the court of arbitration. 
 7.7 Both parties agreed to conduct arbitration in accordance with this regulation, and irrepealably abstain the right to appeal, reexamine or prosecute to national court
or other administration of justice in any form, and the precondition shall be that the aforesaid waiver is effective. However the waiver of both parties does not include any post-arbitration injunction, post-arbitration distress warrant or other
command issued by any court having jurisdiction (including PRC Court) for terminating the arbitration procedure or carrying out any arbitral award. 







 8. Effectiveness of the Agreement  
 8.1 This Agreement shall be executed as of the date first set forth above and become effective since the date that Linda Dong has completed its transference of equity interest change to Party D. The Agreement shall
remain effective during existence of Party A (including any extended period). 
 8.2 Any amendment and supplement of this Agreement shall be in a written
form. The amendment and supplement after being duly executed by each Party shall be part of this Agreement and shall have the same legal effect as this Agreement. 
 8.3 This Agreement is executed by Chinese in quadruplicate and each party holds one copy, which shall have the same legal effect. 
 (No text
hereunder) 







 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by Parties to this Agreement
or on their behalf by a duly authorized representative as of the Date first written above. 
  

			
	Party A:	 	eLongNet Information Technology (Beijing) Co., Ltd.

  

			
	Signature of Authorized Representative:	 	 /s/ Justin Tang


  

			
	Official Seal:	 	 /s/


 Party B: Beijing Asia Media Interactive Advertising Co. Ltd 
  

			
	Signature of Authorized Representative:	 	 /s/ Justin Tang


  

			
	Official Seal:	 	 /s/


 Party C: Justin Tang 

			
		
	Signature:	 	 /s/ Justin Tang


 Party D: Thomas Zheng 

			
		
	Signature:	 	 /s/ Thomas Zheng