**Consulting and Service Agreement**This **Consulting and Service Agreement**(hereinafter, this “**Agreement**”) is entered into in Shanghaiof the People’s Republic of China (hereinafter, the “**PRC**”) as of April 1, 2008 by and between thefollowing Parties:**(1)** **Shanghai Tian Zhuo Advertising Co., Ltd.,**a limited liability company incorporated andvalidly existing under the PRC law, with its registered address at Room 201, Building 2, No.38 Haiguang Road, Shanyang Town, Jinshan District, Shanghai (hereinafter referred to as“**Shanghai Tian Zhuo**”); and**(2)** **Shanghai CRIC Information Technology Co., Ltd.,**a wholly foreign-owned enterpriseincorporated and validly existing under the PRC law, with its legal address at Room 308,Technology Tower A, No. 149 Yanchang Road, Shanghai (hereinafter referred to as “**ShanghaiCRIC**”)(In this Agreement, each Party shall be referred to individually as a “**Party**” or collectively, asthe “**Parties**”.)**WHEREAS**, Shanghai Tian Zhuo is a company with limited liability registered and legally existing inShanghai, PRC, and its main business covers advertising design, producing, agency, release,computer technology development, technical services, technical consulting, sale of computer,software and supporting equipment and electrical products and other business operations;**WHEREAS**, Shanghai CRIC is a wholly foreign-owned company with limited liability registered andlegally existing in Shanghai, PRC, with its main business covering technical development, technicalconsulting, investment consulting, and business consulting; and**WHEREAS**, Shanghai Tian Zhuo needs Shanghai CRIC to provide consulting and services relevant to itsBusiness (as defined below), and Shanghai CRIC agrees to provide Shanghai Tian Zhuo with suchconsulting and services.
 
 

 
**THEREFORE**, the Parties hereby have reached the following agreements upon friendly consultations:**Article 1 Definitions**1.1 Unless otherwise required herein or the context otherwise requires, for the purpose of thisAgreement, the following terms shall be interpreted to have the following meanings:   “**Business**” shall mean all business operated and developedby Shanghai Tian Zhuo, both currently and atany time during the validity term of thisAgreement.   “**Services**” shall mean all services provided by ShanghaiCRIC to Shanghai Tian Zhuo in connection withthe Business of Shanghai Tian Zhuo, inaccordance with the provisions of thisAgreement.   “**Service Fees**” shall mean all fees payable by Shanghai TianZhuo to Shanghai CRIC in accordance withArticle 3 hereof in respect of the consultingand services provided by Shanghai CRIC.   “**Confidential Information**” shall have the meaning set forth in Section 6.1of this Agreement.   “**Defaulting Party**” shall have the meaning set forth in Section11.1 of this Agreement.   “**Default**” shall have the meaning set forth in Section11.1 of this Agreement.   “**Rights**” shall have the meaning set forth in Section13.5 of this Agreement.1.2 The references to any laws and regulations (hereinafter the “**Law**”) herein shall be deemed (1)to include the references to the amendments, changes, supplements and reenactments of suchLaw, irrespective of whether they take effect before or after the formation of this Agreement;and (2) to include the references to other decisions, notices or regulations enacted inaccordance therewith or effective as a result thereof.1.3 Except as otherwise stated in the context herein, all references to an article, clause, itemor paragraph shall refer to the relevant part of this Agreement.
 
 

 
**Article 2 Services**2.1 The Parties further acknowledge that under this Agreement, the Services provided by ShanghaiCRIC to Shanghai Tian Zhuo shall include: (1) provision of consulting services to ShanghaiTian Zhuo in respect of operation and management necessary for the Business of Shanghai TianZhuo; (2) assisting Shanghai Tian Zhuo in conducting employee training; (3) assisting ShanghaiTian Zhuo in carrying out relevant industry research; (4) assisting Shanghai Tian Zhuo to seekinvestment opportunities, researching investment environment, formulating and carrying outeach strategic investment; and (5) other relevant consulting service required by ShanghaiTian Zhuo from time to time. Shanghai CRIC shall, within its business scope, provideServices to Shanghai Tian Zhuo according to the requirements of Shanghai Tian Zhuo and theterms and conditions of this Agreement. To this end, Shanghai CRIC shall make sufficientresources and personnel reasonably necessary for the provision of Services, so as to meet theneeds of Shanghai CRIC’s provision of high-quality Services to Shanghai Tian Zhuo.2.2 For the purpose of provision of Services, Shanghai CRIC shall communicate with Shanghai TianZhuo all information relevant to the Business and/or customers of Shanghai Tian Zhuo.**Article 3 Service Fees**3.1 In respect of the Services to be provided by Shanghai CRIC pursuant to this Agreement,Shanghai Tian Zhuo agrees to pay Shanghai CRIC, pursuant to Section 3.2 hereof, the ServiceFees as follows: (1) service fee equivalent to 100% of the pre-tax aggregate profits of Shanghai TianZhuo for the then-current year before the calculation of the Service Fees hereunder; and  (2) service fee for specific consulting and services provided by Shanghai CRIC fromtime to time as requested by Shanghai Tian Zhuo; the specific amount and payment methodshall be otherwise agreed by the Parties based on the circumstance.3.2 The Parties agree that the Service Fees should be paid as follows: (1) Shanghai Tian Zhuo shall pay Shanghai CRIC Service Fees for the preceding yearset forth in Section 3.1(1) before April 30 of each year based on its annual income,cost and expenditure of the preceding year.  (2) After the end of each accounting year of Shanghai Tian Zhuo, the Parties shall,on the basis of Shanghai Tian Zhuo’s total annual business income, cost and expenditurein the preceding year confirmed by the auditing report issued by a PRC certified publicaccountants firm which is mutually accepted by the Parties, carry out the overallexamination and verification on the Service Fees actually payable by Shanghai Tian Zhuo.Shanghai Tian Zhuo undertakes to Shanghai CRIC that it will provide all necessarymaterials and assistance to the PRC certified public accountants firm, and procure suchfirm to completeand issue to the Parties the auditing report concerning the preceding accounting yearwithin the first thirty (30) working days after the end of each year.
 
 

 
3.3 The Parties agree that in principle, the payment of such Service Fees should not causedifficulties to either Party’s operation in the then-current year, and to this end and withinthe extent of realization of such principle, Shanghai CRIC may agree to Shanghai Tian Zhuo’sdelay in payment of the Service Fees. Alternatively, upon consensus, the Parties may adjustin writing the percentage and/or the specific amounts of the Service Fees payable by ShanghaiTian Zhuo to Shanghai CRIC under Section 3.1.3.4 Shanghai Tian Zhuo shall, pursuant to Article 3 hereof, pay all Service Fees to the bankaccount designated by Shanghai CRIC on schedule. If Shanghai CRIC changes its bank account,it shall notify Shanghai Tian Zhuo of such change in writing seven (7) working days inadvance.**Article 4 Obligations of Shanghai Tian Zhuo**4.1 During the validity term of this Agreement, without prior written consent of Shanghai CRIC,Shanghai Tian Zhuo may not enter into any agreement with any third party or otherwise agree toengage such third party to provide services the same as or similar to those provided byShanghai CRIC.4.2 In order to facilitate Shanghai CRIC’s provision of Services, Shanghai Tian Zhuo shallprovide Shanghai CRIC with relevant materials required by Shanghai CRIC in a timely manner.4.3 Shanghai Tian Zhuo shall pay Service Fees to Shanghai CRIC on schedule and in full amountaccording to Article 3 hereof.4.4 Shanghai Tian Zhuo shall maintain its good reputation, and with the assistance of ShanghaiCRIC, actively develop its business to pursue maximum profits.**Article 5 Intellectual Property Rights**5.1 Intellectual property rights on the work products created during Shanghai CRIC’s provision ofServices shall belong to Shanghai CRIC.
 
 

 
5.2 As the operation of Shanghai Tian Zhuo’s Business relies on Shanghai CRIC’s provision ofServices hereunder, Shanghai Tian Zhuo agrees to the following arrangements in respect of theBusiness-related technology developed by Shanghai Tian Zhuo on the basis of such Services: (1) if the Business-related technology is further developed by Shanghai Tian Zhuo uponentrustment of Shanghai CRIC, or is jointly completed by Shanghai Tian Zhuo and ShanghaiCRIC, the titles thereon and relevant application right for patent shall be enjoyed byShanghai CRIC; (2) if the Business-related technology is further developed by Shanghai Tian Zhuoindependently, the titles thereon shall be enjoyed by Shanghai Tian Zhuo, provided that(A) Shanghai Tian Zhuo informs Shanghai CRIC of the details of such Business-relatedtechnology in time and provides relevant materials required by Shanghai CRIC; (B) in theevent that Shanghai Tian Zhuo proposes to license or transfer such Business-relatedtechnology, Shanghai CRIC shall have the priority to purchase, or Shanghai Tian Zhuoshall grant Shanghai CRIC an exclusive license, subject to compliance with mandatoryprovisions of the PRC law, and Shanghai CRIC may use such Business-related technologywithin the scope transferred or granted by Shanghai Tian Zhuo (but Shanghai CRIC has theright to determine whether to accept such transfer or license). Only when Shanghai CRICwaives its priority to purchase or the exclusive right to use such Business-relatedtechnology, Shanghai Tian Zhuo may transfer the title on such Business-related technologyto any third party or license any third party to use such Business-related technologyprovided that the conditions (including but not limited to transfer price or licensefees) should not be favorable than those offered to Shanghai CRIC, and Shanghai Tian Zhuoshall guarantee that such third party fully complies with and performs the relevantliabilities and obligations to be complied with and performed by Shanghai Tian Zhuohereunder; and (C) except for the circumstances set forth in item (B) above, within theperiod provided by Section 8.1 hereof, Shanghai CRIC is entitled to purchase suchBusiness-related technology, at which time Shanghai Tian Zhuo shall consent to suchpurchase by Shanghai CRIC, subject to compliance with mandatory provisions of the Law ofthe PRC, at a price of One Renminbi (RMB1.00) or the minimum price permitted by the theneffective Law.5.3 If Shanghai CRIC is exclusively licensed to use the Business-related technology according toSection 5.2(2) hereof, such license is subject to the provisions below: (1) the license term shall be at least five (5) years (commencing from the effectivedate of the relevant license agreement); (2) the scope of license shall be defined to the fullest extent; (3) within the term and scope of the license, except Shanghai CRIC, no other party(including Shanghai Tian Zhuo) may use or license others to use such Business-relatedtechnology in any manner;
 
 

 
 (4) subject to compliance with Section 5.3(3), Shanghai Tian Zhuo is entitled todetermine, at its sole discretion, to license such technology to other third party touse; and (5) upon expiry of the license term, Shanghai CRIC is entitled to request renewal ofthe license agreement, and Shanghai Tian Zhuo shall agree. The renewed license agreementshall have the same terms with the original one, except for changes acknowledged byShanghai CRIC.5.4 Notwithstanding the above Section 5.2(2) hereof, the patent application for anyBusiness-related technology described in that section shall be conducted in accordance withthe following provisions: (1) if Shanghai Tian Zhuo intends to apply for patent on any Business-relatedtechnology described in such Section, Shanghai CRIC’s prior written consent is required; (2) Shanghai Tian Zhuo may apply for patent by itself or transfer such applicationright to a third party only upon Shanghai CRIC’s waiver of the right to purchase suchapplication right for patent. If Shanghai Tian Zhuo transfers the aforesaid applicationright for patent to a third party, it shall guarantee that such third party fullycomplies with and performs the relevant liabilities and obligations to be complied withand performed by Shanghai Tian Zhuo hereunder; in addition, the conditions of ShanghaiTian Zhuo’s transfer of the application right for patent to a third party (including butnot limited to transfer price) shall not be favorable than those proposed to ShanghaiCRIC pursuant to paragraph 3 of this Section. (3) during the term of this Agreement, Shanghai CRIC may at any time require ShanghaiTian Zhuo to apply for patent on such Business-related technology, and decide at its owndiscretion whether to purchase such application right for such patent. At ShanghaiCRIC’s requirement, Shanghai Tian Zhuo shall transfer such application right to ShanghaiCRIC, subject to compliance with mandatory provisions of the PRC law, at a price of oneRenminbi (RMB1.00) or the minimum price permitted by the then effective law. ShanghaiCRIC shall becomes the legal owner of such patent after it acquires the application rightfor patent on such Business-related technology and applies for and obtains such patent.5.5 Each of the Parties warrants to the other Party that it will compensate the other Party forany and all economic losses incurred by the other Party due to its infringement of any otherperson’s intellectual property rights (including copyright, trademark, patent and know-how).
 
 

 
**Article 6 Confidentiality**6.1 Whether this Agreement is terminated or not, both Parties shall be obliged to keep in strictconfidence business secrets, proprietary information and business information of the otherParty acquired during the execution and performance of this Agreement and all otherinformation with a confidential nature (hereinafter the “**Confidential Information**”). Thereceiving party of the Confidential Information shall not disclose the ConfidentialInformation to any third party unless with the prior written consent of the other Party, orrequired by relevant laws and regulations or listing requirements. The receiving party maynot use, directly or indirectly, such Confidential Information for purposes other thanperforming its obligations under this Agreement. 6.2 The following information is not Confidential Information: (1) any information that is proved by written evidence to be known to the receivingparty previously through legitimate manner; (2) any information that comes into public domain not due to the fault of thereceiving party, or becomes known to the public for other reasons; (3) any information that is obtained by the receiving party through other legitimatemanner after receiving such information.6.3 The receiving party may disclose the Confidential Information to its relevant employees,agents or professionals it retains, but shall ensure that such persons obey the relevant termsand conditions of this Agreement and assume any liabilities arising from the breach of therelevant terms and conditions of this Agreement by any of the foregoing persons.**Article 7 Representations and Warranties**7.1 Shanghai Tian Zhuo hereby represents, warrants and undertakes as follows: 7.1.1 it is a limited liability company duly registered and validly existing under thePRC law with independent legal person qualification, with full and independent legalstatus and legal capacity to execute, deliver and perform this Agreement, and may actindependently as a subject of actions;
 
 

 
 7.1.2 it has full corporate internal power and authorization to execute and deliver thisAgreement and all other documents related to the transactioncontemplated hereunder and to be executed by it, and it has full power andauthorization to complete the transaction contemplated hereunder. This Agreementshall be lawfully and duly executed and delivered by it and shall constitute legallybinding obligations on it and is enforceable against it pursuant to the termshereof;  7.1.3 it has obtained complete business permits necessary for its operations uponeffectiveness of this Agreement; it has sufficient rights and qualification to conductthe business it is currently engaged in within the PRC;  7.1.4 it shall notify Shanghai CRIC in a timely manner any situation which has or mayhave material adverse effect on its Business and operation, and shall make its bestefforts to prevent the occurrence of such situation and/or the expansion of losses;  7.1.5 without written consent from Shanghai CRIC, Shanghai Tian Zhuo shall not, inwhatever ways, dispose of its material assets (including but not limited to any trademarkor other intellectual property rights and/or the equity interest of any other company orsimilar interests held by it) or change its current shareholding structure;  7.1.6 without written consent from Shanghai CRIC, Shanghai Tian Zhuo shall not increaseor decrease the registered capital in the company, divide the company, or merge with anyother entity;  7.1.7 without written consent from Shanghai CRIC, Shanghai Tian Zhuo shall not enterinto any other agreement in conflict with this Agreement or any other agreement which maydamage the interests of Shanghai CRIC under this Agreement; and  7.1.8 without written consent from Shanghai CRIC, Shanghai Tian Zhuo shall not lend orborrow any loan, or provide guarantee or other forms of security arrangements, orundertake any material obligations other than in the ordinary course of business.7.2 Shanghai CRIC hereby represents and warrants as follows: (1) it is a limited liability company duly registered and validly existing under thePRC law with independent legal person qualification, with full and independent legalstatus and legal capacity to execute, deliver and perform this Agreement, and may actindependently as a subject of actions;
 
 

 
 (2) it has full corporate internal power and authorization to execute and deliver thisAgreement and all other documents related to the transaction contemplated hereunder andto be executed by it, and it has full power and authorization to complete the transactionhereunder. This Agreement shall be lawfully and duly executed and delivered by it andshall constitute legally binding obligations on it and is enforceable against it pursuantto the terms hereof.**Article 8 Term of Agreement**8.1 The Parties hereby acknowledge that this Agreement shall become effective upon due execution.Unless termination by the Parties in writing, this Agreement shall remain valid for 10 years.Upon expiration of this Agreement, this Agreement may be automatically renewed for 10 yearsif requried by Shanghai CRIC.8.2 The obligations of the Parties under Article 3 and Article 6 hereof shall survive thetermination of this Agreement.**Article 9 Indemnification**Shanghai Tian Zhuo shall indemnify Shanghai CRIC against any losses arising from any litigation,repayment pursuit, arbitration, claims lodged by any third party or administrative investigationsand/or penalties by government authorities against Shanghai CRIC in relation to its execution andperform of this Agreement; provided, however, that losses arising from Shanghai CRIC’s intentionalmisconduct or gross negligence shall not be entitled to such indemnification.**Article 10 Notices**10.1 Any notice, request, demand and other correspondence required by or made in accordance withthis Agreement shall be in writing and delivered to the relevant Party.10.2 The aforesaid notice or other correspondence shall be deemed to have been delivered upondelivery when it is transmitted by facsimile or telex; or upon handover to the receiver whenit is delivered in person; or on the fifth (5) day after posting if delivered by mail.
 
 

 
**Article 11 Default Liability**11.1 The Parties agree and confirm that, if any Party (hereinafter the “**Defaulting Party**”) commitsmaterial breach of any provision hereof, or materially fails toperform any obligation hereunder, such breach or failure shall constitute a default underthis Agreement (hereinafter a “**Default**”), then the non-defaulting Party shall be entitled todemand the Defaulting Party to rectify such Default or take remedial measures within areasonable period. If the Defaulting Party fails to rectify such Default or take remedialmeasures within such reasonable period or within 15 days following the written notice issuedby the non-defaulting Party and the rectification requirement, the non-defaulting Party shallbe entitled to decide to, at its discretion: (1) terminate this Agreement and require theDefaulting Party to indemnify all the damages; or (2) require the performance of theobligations hereunder and require the Defaulting Party to indemnify all the damages.11.2 Notwithstanding Section 11.1 above, the Parties agree and acknowledge that under nocircumstances shall Shanghai Tian Zhuo be entitled to terminate this Agreement for whateverreason, unless otherwise provided by law or this Agreement.11.3 Notwithstanding any other provisions herein, the validity of this Article 11 shall survivethe suspension or termination of this Agreement.**Article 12 Force Majeure**In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the design oftooling software, hacker attack on internet or change of policies or laws, and other unforeseeableor unpreventable or unavoidable event of force majeure, which directly prevents a Party fromperforming this Agreement or performing pursuant to the agreed conditions, the Party affected bysuch a force majeure event shall forthwith issue a notice by facsimile and, within thirty (30)days, present the documents evidencing the details of such force majeure event and the reasons forfailure of or delay in its performance, and such documents shall be issued by the notaryinstitution of the area where such force majeure event takes place. The Parties shall discusswith each other and decide whether this Agreement shall be waived in part or postponed in itsperformance with regard to the extent of impact of such force majeure event on the performance ofthis Agreement. No Party shall be liable for the economic losses suffered by the other Partyresulting from the force majeure event.**Article 13 Miscellaneous**13.1 This Agreement is made in Chinese in two (2) originals with each Party holding one.Additional counterparts (if any) may be executed accordingly for registration or filingpurposes.13.2 The execution, effectiveness, performance, amendment, interpretation andtermination of this Agreement shall be governed by the PRC law.
 
 

 
13.3 Any dispute arising hereunder and in connection herewith shall be settled throughconsultations between the Parties, and if the Parties cannot reach an agreement regarding suchdispute within thirty (30) days upon its occurrence, such dispute shall be submitted to theShanghai Sub-commission of China International Economic and Trade Arbitration Commission forarbitration in Shanghai in accordance with the arbitration rules thereof, and the arbitrationaward shall be final and binding on the Parties.13.4 Any rights, powers and remedies granted to any Party by any provisions herein shall notpreclude any other rights, powers and remedies enjoyed by such Party in accordance with lawsand other provisions under this Agreement, and the exercise of its rights, powers and remediesby a Party shall not preclude its exercise of its other rights, powers and remedies by suchParty.13.5 No failure or delay by a Party in exercising any of its rights, powers and remedies hereunderor in accordance with law (hereinafter the “**Rights**”) shall be construed as a waiver of suchRights, and the waiver of any single or partial exercise of the Rights shall not preclude itsexercising of such Rights in any other way and other Rights.13.6 The headings of the articles herein are for reference only, and in no circumstances shallsuch headings be used in or affect the interpretation of the provisions hereof.13.7 Each provision contained herein shall be severable and independent from other provisions, andif at any time one or more terms herein become invalid, illegal or unenforceable, thevalidity, legality or enforceability of the remaining provisions herein shall not be affectedas a result thereof.13.8 This Agreement shall, upon execution, supersede any other legal document between the Partiesin respect of the same subject hereof. Any amendments or supplements to this Agreement shallbe made in writing and shall become effective upon due execution by the Parties hereto.13.9 Without prior written consent from Shanghai CRIC, Shanghai Tian Zhuo shall not assign any ofits rights and/or obligations hereunder to any third party. To the extent permitted by law,Shanghai CRIC is entitled to assign any of its rights and/or obligations hereunder to anythird party upon written notice to Shanghai Tian Zhuo. 13.10 This Agreement shall be binding on the agents or legal successors of the Parties. 13.11 The Parties undertake that they shall respectively make tax declaration andpayment pursuant to law in connection with the transaction hereunder.[The following is intentionally left blank]
 
 

 
[Execution Page]**IN WITNESS WHEREOF**, the Parties have caused this Exclusive Consulting and Service Agreement to beexecuted as of the date and at the place first set forth above.**Shanghai Tian Zhuo Advertising Co., Ltd.**(Company chop)     By: /s/ Shanghai Tian Zhuo Advertising Co., Ltd.         Name:    Position:  **Shanghai CRIC Information Technology Co., Ltd.**(Company chop)     By: /s/ Shanghai CRIC Information Technology Co., Ltd.         Name:    Position: