Letter Agreement dated October 27, 2004



 Exhibit 4.15 
  
 IACT Asia Pacific Limited 
 c/o IAC/InterActiveCorp

 152 West 57th Street

 42nd Floor

 New York, New York 10019 
  
 October 27, 2004 
  
 eLong, Inc. 
 Block B, XingKe Plaza 
 10 Jiuxianqiao Zhonglu

 Chaoyang District, Beijing 100016 
 People’s Republic of China 
 Telecopy No.: (8610) 64386830 
 Attention: Chief Executive Officer 
  
 With a copy to: 
  
 Goulston & Storrs, A Professional Corporation 
 400 Atlantic
Avenue 
 Boston, MA 02110 
 Telecopy No.: (617) 574-4112 
 Attention: Timothy B. Bancroft, Esq. 
  
 Dear Mr. Tang: 
  
 Reference is hereby made to
Sections 6.1, 8.1 and 10.9 of the Investors Agreement, dated as of July 23, 2004 (the “Investors Agreement”), among eLong, Inc. (the “Company”), IACT Asia Pacific Limited (“IAC”) and the other
shareholders of the Company named therein. Capitalized terms used in this letter agreement (the “Letter Agreement”) and not defined in this Letter Agreement shall have the meanings ascribed to such terms in the Investors Agreement.

  
 Pursuant to Sections 6.1 and 10.9 of the Investors Agreement, the
undersigned hereby notifies the Company that it irrevocably elects not to exercise its rights under Section 6.1 of the Investors Agreement with respect to the Stock Option Issuances (as defined below). 
  
 Pursuant to Sections 8.1 and 10.9 of the Investors Agreement, the undersigned hereby
notifies the Company that it consents to the Stock Option Issuances. “Stock Option Issuances” means the issuance by the Company to (i) Thomas Gurnee of options to purchase 30,000 Ordinary Shares and (ii) those individuals listed in
the option schedule attached hereto as Exhibit A, of options to purchase the number of Ordinary Shares set forth opposite their respective names (the aggregate number of shares subject to all such options referenced in this clause (ii) shall
be 94,200), in the case of each of (i) and (ii) to be issued upon the closing of the initial public offering of the Company. 
  
 Reference is also hereby made to the Warrant Agreement, by and between the Company and IAC, dated as of August 4, 2004 (the “Warrant Agreement”).
Each of the Company and IAC hereby agrees that, under the Warrant Agreement, the Stock Option Issuances will not be included in the Fully-Diluted Number for purposes of (i) the calculation set forth in Section 3.6(a) thereof and (ii) calculating the
IPO Price, the Notice Price or the Private Price. In addition, each of the Company and IAC hereby agrees that, under the Warrant Agreement, the Stock Option 

  









 
Issuances will not be included in the calculation of “Equity Value.” For purposes of clarity, the Company and IAC agree that the Control Number, IPO Price,
Notice Price, the Private Price and Equity Value will be calculated as if the Stock Option Issuances had not been granted or issued. 
  
 This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. 
  
 IN WITNESS WHEREOF, each of the Company and IAC have
executed and delivered this Letter Agreement as of the day and year first written above. 
  

			
	IACT Asia Pacific Limited
		
	 By:
	 	 /S/    Barney Harford


	 Name:
 Title:
	 	 


  
  
 ACCEPTED AND AGREED: 
  
 eLong, Inc. 

			
		
	 By:
	 	 /S/    Derek Palaschuk


	 Name:
 Title: