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C. Based on the principle of cooperation between the strongers, supplementing each other’sadvantages, sharing resources and mutual development, Party A intends to engage Party B to provideexclusive information system and market consulting services for all the real estate projectcompanies controlled by or related to Party A, Party B will, based on its real estate informationservice platform in all major cities of China, provide information system and market consultingservices for all real estate projects.NOW, THEREFORE, based on the principle of equality, mutual benefit, honesty and good faith, andafter friendly negotiation, both Parties agree to this framework agreement as follows:Section 1. Cooperation Methods1.1 Party A agrees to engage Party B to provide exclusive information system andproject market consulting services to all the real estate project companies controlled by oraffiliated to Party A (“Project Companies”). Names and profile of Project Companies are listedin Attachment 1.1.2 Party A will arrange a separate Real Estate Market Information System and ProjectMarket Consulting Service Agreement (“Project Agreement”) to be executed between ProjectCompanies and Party B. All Project Agreements shall include all definitive terms and conditions ofthis Agreement and be irrevocable within its term upon execution.1.3 Both parties acknowledge that the term of all Project Agreements is twelve months(“Service Term”) from the date thereof. The Service term may be extended upon separate agreementby the Parties in writing within one month prior to its expiration.Section 2. Content of Service2.1 After execution of the Project Agreement, Party B is obliged to provide market informationsystem and market consulting services to all real estate projects developed by all ProjectCompanies according to the provisions of Project Agreement, including:(a) Installing database system in the current developed city;(b) Analyzing project competitiveness; and
 
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(c) Tracking the trend of the market in which the project is located.2.2 After execution of the Project Agreement, Party B is obliged to submit a monthlyproject market analysis report to respective Project Companies (“Monthly Report”) as providedunder Project Agreement. Party A shall pay the information service fee promptly upon its receipt ofthe Monthly Report.Section 3. Information Service Fee and Payment3.1 Party A is obliged to urge all Project Companies to pay information service fee accordingto contract. if Project Companies fail to make payment when due and payable, Party A and ProjectCompanies shall be liable to a late payment penalty at an amount equal to 0.5% of the amount dueand payable to Party B on daily basis, until full payment of such information service fee overduefrom Party A. Party A undertakes to provide irrevocable joint and several guaranty to Party B withregard to the payment of information service fee and any late payment penalty thereof, if any.Section 4. Contract Performance4.1 Both Parties confirm that considering Party B has completed installation of China urbanreal estate database system for Party A and Project Companies, as well as its survey in the citywhere each Project Company is located and on all the development projects, Party A and Party Bshall perform this Agreement strictly. Party A undertakes not to cancel or terminate any ProjectAgreement during the Service Term. If Party A and any Project Company unilaterally intend to cancelor terminate the Project Agreement, they should pay to Party B in lump sum the information servicefee to be due and payable within the Service Term in full.Section 5. Usage of Company Brand5.1 Both parties agree that after execution of this Agreement and all the service agreements,on the condition that both parties shall protect the brand reputation of the other party from beingharmed, both parties and their controlled Project Companies and Party B may use the company name ofthe other party in connection with any promotional activity necessary to perform this Agreement andall the service agreements.Section 6. Miscellaneous6.1 Any dispute arising out of or relating to this Agreement within the contract term shallfirst be solved through negotiation by both parties. If negotiation fails, both parties agree tosettle the disputes through litigation according to the law of People’s Republic of China.
 
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6.2 Anything not included herein shall be agreed upon by both parties upon execution ofsupplemental agreements which will take effective upon signature thereof and shall be equallyauthentic with this Agreement.6.3 Attachments to this Agreement shall constitute an integral part of this Agreement and havethe same effect with this Agreement.6.4 Both parties are obliged to keep strict confidentiality of the terms and conditions underthis Agreement and to cause their respective Project Companies to conform to the confidentialityobligation.6.5 If any term of this Agreement is invalid by any law or upon any force majeur event, thelegality, effectiveness and enforceability of the remainder of this Agreement shall not beaffected.6.6 This Agreement is bound, protected and interpreted according to the laws of the People’sRepublic of China. Service Agreement signed between Party A’s Project Companies and Party Baccording to this Agreement is similarly bound, protected and interpreted according to the laws ofthe People’s Republic of China.6.7 This Agreement shall take effect upon execution and is executed in four counterparts, twoof each shall be held by each party.Attachment 1: List of Evergrande Real Estate ProjectsAttachment 2: Real Estate Market Information System and Project Market Consulting ServiceAgreement
 
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Party A (Seal): Evergrande Real Estate Group Co., Ltd.     /s/ Jiayin Xu      Authorized Representative Signature   Date: December, 2008Party B: CRIC (Shanghai) Information Technology Co., Ltd.     /s/ Xin Zhou      Authorized Representative Signature   Date: December, 2008
 
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Attachment 1: List of Evergrande Real Estate Projects         City Name of the Contract Total Amount Invoicee (Company Name)Shenyang Shenyang“Evergrande City”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Xinyuan(Shenyang) Real EstateCo., Ltd.           Shengyang“Evergrande Oasis”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Changji(Shenyang) Real EstateCo., Ltd.         Tianjin Tianjin “EvergrandeSplendor” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Tianjin JiCounty Co., Ltd.         Wuhan Wuhan “EvergrandePalace” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Wuhan Dong HuEvergrande Real EstateDevelopment Co., Ltd.           Wuhan “EvergrandeCity” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Hubei Yi Qing Ya ZhuReal EstateDevelopment Co., Ltd.           Wuhan “EvergrandeOasis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Wuhan Jin Bi OasisReal EstateDevelopment Co., Ltd.           E’Zhou “EvergrandeOasis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  E’Zhou Evergrande RealEstate DevelopmentCo., Ltd.
 
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         City Name of the Contract Total Amount Invoicee (Company Name)Changsha Changsha“Evergrande Palace”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Hunan Xiong ZhenInvestment Co., Ltd.           Changsha “WangCheng” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Hunan Shengji RealEstate Co., Ltd.         Zhengzhou Zhengzhou“Evergrande Oasis”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Henan Software ParkIndustrial DevelopmentCo., Ltd.         Luoyang Luoyang “EvergrandeOasis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Luoyang Co.,Ltd.         Xi’an Xi’an “EvergrandeMetropolis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Xi’an Qi Yun RealEstate Co., Ltd.           Xi’an “EvergrandeOasis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Xi’an Qu JiangInvestmentConstruction Co., Ltd.         Taiyuan Taiyuan “EvergradeOasis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Taiyuan Co.,Ltd.
 
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         City Name of the Contract Total Amount Invoicee (Company Name)Chengdu Pengyou County“EvergrandeSplendor” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Xin Feng(Pengyou) Real EstateCo., Ltd.           Chengdu “EvergrandeOasis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Chengdu Evergrande YinHe Xin Cheng RealEstate Co., Ltd.           Chengdu “EvergrandeCity” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Chengdu Wenjiang XinJin Kang Real EstateCo., Ltd.         Chongqing Chongqing“Evergrande Palace”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Chongqing Co.,Ltd.           Chongqing“Evergrande City”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Chongqing EvergrandeJi Yu Real Estate Co.,Ltd.           Chongqing“Evergrande Oasis”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Chongqing Co.,Ltd.           “EvergrandeMetropolis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Chongqing Co.,Ltd.
 
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         City Name of the Contract Total Amount Invoicee (Company Name)  Jiangjin“EvergrandeSplendor” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Jiang Jin Co.,Ltd.         Kunming An Ning “EvergrandeSplendor” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Xin Yuan(Kunming) Real EstateCo., Ltd.         Guiyang Guiyang “WhiteCloud” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Guiyang Co.,Ltd.         Nanjing Nanjing “EvergrandeSplendor” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Nanjing Evergrande FuFeng Real Estate Co.,Ltd.           Nanjing “EvergrandeOasis” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Nanjing Han Dian RealEstate DevelopmentCo., Ltd.         Hefei Hefei “EvergrandePalace” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Hefei Qi Jia RealEstate Co., Ltd.         Baotou Baotou “EvergrandePalace ” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Baotou Co., Ltd.
 
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         City Name of the Contract Total Amount Invoicee (Company Name)Nanning Nanning “SilverElephant” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Nanning SilverElephant Real EstateDevelopment Co., Ltd.         Guangdong “Evergrande Oasis”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Co., Ltd.           “Jinbi New City”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Co., Ltd.           “Jinbi CenturyGarden” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Guangzhou Jun Hui RealEstate DevelopmentCo., Ltd.           “Jinbi JunhongGarden” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Guangzhou Jun HongReal EstateDevelopment Co., Ltd.           “Evergrande RoyalScenic Peninsula”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Foshan Nanhai XinZhong Jian Real EstateDevelopment Co., Ltd.           “Jinbi Garden”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Real EstateGroup Co., Ltd.           “Jinbi Mountains &Rivers City”Project InformationSystem and MarketConsulting ServiceAgreement  5,400,000.00  Guangzhou Evergrande(Zengcheng) RealEstate DevelopmentCo., Ltd.
 
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         City Name of the Contract Total Amount Invoicee (Company Name)  “EvergrandeSplendor” ProjectInformation Systemand MarketConsulting ServiceAgreement  5,400,000.00  Evergrande Shengning(Qingxin) Real EstateCo., Ltd.                  Total    200,000,000.00            
 
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Attachment 2**Real Estate Market Information System and Project Market Consulting Services Agreement**This Real Estate Market Information System and Project Market Consulting Services Agreement (this“Agreement”) is dated as of__________, by and between the following two parties in______, China:Engaging Party: Evergrande Real Estate Group Co., Ltd. (“Party A”)Representative:Engaged Party: Shanghai CRIC Information Technology Co., Ltd. (“Party B”)Representative: Mr. ZhouxinNOW, THEREFORE, on the basis of equality, free will and negotiation, and according to the laws ofthe People’s Republic of China, both Parties agree to this Agreement as follows:Section 1. Engagement and Project under Engagement1.1 Party A engages Party B to provide real estate market information system and marketconsulting services for__________project developed by Party A (located at__________, the“Project”) as well as provide strategic advice for the Project’s development.1.2 Party B agrees to provide and install “CRIC Real Estate Consulting and Decision MakingSystem” in such cities and districts where the Project is located.1.3 Party A and Party B agree that subject to the terms and conditions of this Agreement,Party B shall provide relevant information consulting services to Party A, and Party A shall payservice fee for such services provided by Party B.
 
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Section 2. Content and Term of Service2.1 The effective service term of this Agreement is twelve (12) months (the “Service Term”)since the date hereof. The Service term may be extended upon separate agreement by the Parties inwriting within one month prior to its expiration2.2 During the Service Term, Party B shall provide information services including the database system of the Project, market trend and competitiveness, the details of which are set forth inthe attachment.2.3 During the Service Term, Party B shall provide to Party A a monthly market analysis report(the “Monthly Report”) which contains all the work products of Party B as of the reporting date andshall be submitted to Party A in hard and soft copy.2.4 The Monthly Report shall be submitted before the tenth day of each month, and twelve (12)Monthly Reports shall be submitted within the Service Term.2.5 After submitting the Monthly Report and its soft copy by Party B to Party A, Party A shallconfirm by writing. If Party A raises query or supplemental comment to the content of a MonthlyReport, Party B shall make corresponding supplement or amendment in the next Monthly Report.2.6 During the Service Term, if Party A requires or Party B deems necessary, both partiesshall hold a working meeting to check the performance status of consulting services and to considerrelevant issues, the venue of which meeting shall be negotiated by both parties.Section 3. Service Fee and Payment Method3.1 Both parties confirm that the total service fee payable by Party B to Party A shall be RMB ___________, which shall include any and all fees and expenses necessarily or possibly incurred inconnection with performance of Party B’s service, such as travel expenses, office related expensesand taxes. Any additional fee and expense possibly arising from performance of any special servicebeyond the service scope of this Agreement at the request of Party A shall be subject to separateagreement of Party A and Party B.3.2 The payment method is as follows:(a) The total amount shall be payable in twelve (12) installments;
 
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(b) Party A shall pay RMB _____ to Party B on the fifteenth day of each month;(c) After receiving the service fee paid by Party A, Party B shall issue relevant invoices.Section 4. Rights and Obligations of Part A4.1 Subject to the protection of Party A’s confidential information, Party A is obliged toprovide basic materials of the Project.4.2 Any plan, design and deliverable submitted by Party B shall be promptly acknowledged byParty A.4.3 During the Service Term, Party A shall designate personnel responsible to communicate withParty B, and all the requirements from Party A shall be communicated to Party B through suchpersonnel.4.4 Party A is entitled to amend and examine all the service products submitted by Party B.4.5 Party A is obliged to pay the service fee to Party B in time and in full. If Party A failsto make payment when due and payable, Party A shall be liable to a late payment penalty at anamount equal to 0.5% of the overdue amount on daily basis, until full payment of such service feeoverdue from Party A and any late payment penalty thereof .4.6 Party A confirms not to cancel or terminate this Agreement within the Service Term. IfParty A unilaterally cancels or terminates this Agreement, Party A shall pay in one lump sum theservice fee to be due and payable under this Agreement to Party B.Section 5. Rights and Obligations of Party B5.1 Party B should form a special research team to smoothly perform this Project, members ofwhich team shall have professional real estate research abilities and experience, and Party B shallreplace any professional deemed inappropriate by Party A immediately and warant the continuity andsmoothness of the work.
 
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5.2 Party B should keep close contact with Party A and actively cooperate with Party A withregard to the progress and other reasonable requirements proposed by Party A related to performanceof this Agreement.5.3 Party B shall complete all the work contemplated under this market information systemservice and market consulting information service effective and in a timely fashion, and submit theservice products in time.5.4 Party B shall adhere to the principles of integrity and care during its investigation andresearch and shall ensure that all the service products and market research materials submitted areauthentic and reliable, without violating the legal rights of any third party.5.5 Participation from any third party as required by Party B in its research and study shallbe subject to consent of Party A in writing. Any deliverable from such third party in connectionwith the research and study of Party B will be owned by Party A.5.6 Party B is entitled to obtain service fee from Party A in time and in full according thisAgreement.Section 6. Confidentiality6.1 The ownership (including possession, usage, disposition and benefit right) and copyrightof all the texts and images delivered by Party B in connection with the research and study ofproject shall be owned by Party A upon Party A’s confirmation for its usage. Such deliverable issubject to sole discretion of Party A.6.2 Party B shall keep the materials and research contents specifically related to the Projectin the prophase research result submitted by Party A in confidence and refrain from using it nconnection with relevant businesses of other companies without consent of party A. Theconfidentiality term will survive for a period of twelve (12) months after the expiration of theService Term.Section 7. Miscellaneous7.1 Anything not included herein shall be agreed upon by both parties upon execution ofsupplemental agreements which take effective upon signature thereof and shall be equally authenticwith this Agreement.
 
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7.2 Any dispute arising out of or relating to this Agreement within the contract term shallfirst be solved through negotiation by both parties. If negotiation fails, both parties agree tosettle the disputes through litigation according to the law of People’s Republic of China.7.3 Attachments to this Agreement shall constitute an integral part of this Agreement andenjoy the same legal validity as this Agreement.7.4 This Agreement shall take effect upon execution and is executed in four counterparts, two ofeach shall be held by each party.
 
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Party A (Seal):           Authorized Representative Signature   Date:Party B:           Authorized Representative Signature   Date:
 
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Attachment: **Market Information System and Project Market Consulting Services Content**1. Urban real estate data base system service: **•** Having completed installation of CRIC urban system in E-house and provided fiveportals/cities;  **•** Update the statistics of the installed real estate data base.2. Project market trend: **•** Urban economic level, real estate development status, overall market analysis;  **•** Regional market analysis, competitive market analysis;  **•** Track and analyze competitive case.3. Project competitiveness analysis: **•** Project market analysis;  **•** Project SWOT analysis;  **•** Market position suggestion, product position suggestion, client position suggestion, rentand sales price position suggestion, etc.
 
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**Joint and Several Liability Guarantee Letter**Evergrande Real Estate Group Co., Ltd., signatory to this Joint and Several Liability GuaranteeLetter (this “Letter”), according to the Real Estate Market Information System and Project MarketConsulting Service Agreement (the “Project Agreement”) entered into between _____ Co, Ltd.(collectively referred to as “Project Companies”) and Shanghai CRIC Information Technology Co.,Ltd. (“IT Company”) dated as of _____, hereby undertakes and guarantees to the IT Company asfollows:1. The Project Companies are duly established, validly existing, has full legal personality, dulyempowered to enter into and perform the obligations under the Project Agreement.2. The Project Companies have obtained all the licenses required for its due establishment, thelicenses remain valid and no cancellation, termination or refusal to renew the licenses hasoccurred nor relevant authorized notice from the government has been received. Project Companieshave relevant land ownership as described under the Project Agreements and the use rights for stateowned lands.3. Project Companies have been and are operating according to the law and have never violatedcivil, criminal or administrative law, never violated any legally binding agreement, undertaking orother document, never violated any laws, regulations or regulatory documents.4. If Project Companies violate any undertaking or warranty under the Project Agreements or thisLetter, for all the losses incurred by the IT Company, the signatory to this Letter shall assumejoint and several liability to the IT Company, including making payment to IT Company on behalf ofthe Project Companies in order to completely and fully compensate the IT Company for its relevantlosses.This Letter is entered into dated as of _______, by:Guarantor: /s/ Evergrande Real Estate Group Co., Ltd.Representative: _____________
 
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