**AMENDED AND RESTATED LOAN AGREEMENT**This **AMENDED AND RESTATED LOAN AGREEMENT**(“**this Agreement**”) is entered into on July 20, 2009 by andbetween:1. **XIN ZHOU**, a citizen of the People’s Republic of China, whose identity card number is310109671031081 (the “**Borrower**”); and 2. **SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.**, a limited liability company incorporatedunder the laws of the PRC, of which the legal address is Room 308, Building A of theTechnology Building, No.149 Yanchang Road, Zhabei District, Shanghai (the “**Lender**”).(In this Agreement, the above parties are referred to individually as a “**Party**” and collectivelythe “**Parties**”.)**WHEREAS**:1. Shanghai Tian Zhuo Advertising Co., Ltd. (“**Tian Zhuo Advertising**”) is a limited liabilitycompany incorporated under the laws of the PRC, of which the registered address is Room 201,Building 2, No.38 Haiguang Road, Shanyang Town, Jinshan District, Shanghai and the registeredcapital is RMB1,000,000 (in words: one million Yuan). 2. The Borrower and Shanghai Real Estate Sales (Group) Co. Ltd. (“**E-houseShanghai**”) entered into the Loan Agreement in the amount of RMB18,000,000 (in words: eighteenmillion Yuan) on July 8, 2008 (the “**Original Loan Agreement**”). 3. The Borrower, the Lender and E-house Shanghai entered into the Agreement on Transfer ofContractual Rights and Obligations on July 20, 2009, whereby the Lender assumed all rights andobligations of E-house Shanghai under the Original Loan Agreement and became the lender underthe Original Loan Agreement in substitution for E-house Shanghai. 4. The Parties agree to amend, supplement and restate the Original Loan Agreement to clarify therights and obligations of the Borrower and the Lender under the above arrangement of the loan.**THEREFORE**, the Parties hereby enter into this Agreement as follows:**ARTICLE ONE DEFINITIONS**1.1 Unless otherwise specified in this Agreement, the following terms used in this
 

 
  Agreement shall have the meanings prescribed thereto below.   “**Loan**” means the loan provided by the Lender to the Borrower as described in Article 2.1 ofthis Agreement in the amount of RMB18,000,000 (in words: eighteen million Yuan).   “**Shareholder Loan Agreement**” means the Loan Agreement entered into by the Borrower and TianZhuo Advertising on July 8, 2008 in the amount of RMB18,000,000 (in words: eighteen millionYuan).   “**Shareholder Loan**” means the loan provided by the Borrower to Tian Zhuo Advertising inaccordance with the Shareholder Loan Agreement in the amount of RMB18,000,000 (in words:eighteen million Yuan).   “**PRC**” means the People’s Republic of China, for the purpose of this Agreement, excluding HongKong, Macao, and Taiwan.   “**Term**” has the meaning prescribed in Article 4.1 hereof.   “**Confidential Information**” has the meaning prescribed in Article 7.1 hereof.   “**Available Rights**” has the meaning prescribed in Article 10.5 hereof. 1.2 Any reference in this Agreement to the following terms shall be interpreted as the followingmeanings.   “**Article**” shall be interpreted as an article in this Agreement, unless otherwise specified inthe context of this Agreement.   “**Taxes**” shall be interpreted to include any taxes, fees, duties, or other charges of the samenature (including but not limited to any penalties or interests related to any unpaid oroverdue amount of such Taxes).   “**Borrower**” or “**Lender**” shall be interpreted to include the successors and assignees of suchParty. 1.3 Unless otherwise specified, any reference in this Agreement to this Agreement or any otheragreement or document shall, as the case may be, be interpreted as the reference to theamendments, modifications, replacements or supplements to this Agreement or such otheragreement or document that are already made or may be made in the future from time to time.**ARTICLE TWO LOAN**
 

 
2.1 The Parties confirm that, by the execution of this Agreement, the Lender has provided to theBorrower the Loan in the amount of RMB18,000,000 (in words: eighteen million Yuan), and theBorrower has, in accordance with the Original Loan Agreement, used the Loan in a entirety toextend the Shareholder Loan to Tian Zhuo Advertising for its subscription and contribution tothe registered capital of Wushi Consolidated (Beijing) Advertising Media Co. Ltd.. 2.2 The Parties confirm that the Borrower shall repay the Loan to the Lender in accordance with,and perform all of its other obligations under, this Agreement. 2.3 The Borrower shall enter into an equity interest pledge agreement with the Lender inaccordance with the requirements of the Lender, to pledge, in favor of the Lender, all of itsequity interest in Tian Zhuo Advertising to secure the Borrower’s performance of all of itsobligations under this Agreement. The Borrower shall also cooperate with the Lender toregister the equity interest pledge agreement with the competent administration for industryand commerce.**ARTICLE THREE INTEREST**  The Lender confirms that there shall be no interest accruing on the Loan.**ARTICLE FOUR TERM**4.1 The term of the Loan under this Agreement shall commence on the date on which the Lenderprovided the Loan to the Borrower and end on the earliest of (1) the twentieth(20th) anniversary of the execution date of this Agreement, (2) the expiration dateof the business term of the Lender (including its business term as extended), (3) theexpiration date of the business term of Tian Zhuo Advertising (including its business term asextended), and (4) if Tian Zhuo Advertising repays all or any part of the Shareholder Loan tothe Borrower in accordance with the Shareholder Loan Agreement, in respect of the amount outof the Loan hereunder that is equivalent to such repayment, the date on which Tian ZhuoAdvertising repays such amount to the Borrower (the “**Term**”).**ARTICLE FIVE REPAYMENT**5.1 On the expiration date of the Term, unless the Parties unanimously agree to extend the Termto the extent permitted by the applicable laws and regulations, the Borrower shall fully repaythe outstanding part of the Loan on a one-off basis. 5.2 During the Term, the Lender may, at any time, determine at its sole discretion to acceleratethe repayment of the Loan and require the Borrower to repay all or any part of the Loan by aprior written notice. The Borrower shall, within thirty (30) days of its receipt of therepayment notice, repay the Loan on a one-off basis and
 

 
  in the amount as required by the Lender in accordance with this Article. Without the priorwritten consent of the Lender, the Borrower shall not prepay the Loan. 5.3 The Borrower shall repay the Loan in cash or in such other manner as approved by the Lenderin writing and permitted by the applicable laws and regulations.**ATTICLE SIX TAXES**  The Lender shall assume all of the Taxes related to the Loan.**ARTICLE SEVEN CONFIDENTIALITY**7.1 Irrespective of the termination of this Agreement, the Borrower is obligated to keepconfidential the trade secrets, proprietary information, clients’ information and all otherinformation of confidential nature related to the Lender that are known to or received by theBorrower as a result of the execution or performance of this Agreement (collectively the“**Confidential Information**”). The Borrower shall not use such Confidential Information for anypurpose other than for the performance of its obligations under this Agreement. Unlessotherwise approved by the Lender in writing in advance or required by the relevant laws orregulations, the Borrower shall not disclose any of the Confidential Information to any thirdparty. 7.2 The Confidential Information does not include: (a) the information that has been lawfully acquired by the Party receiving theinformation before as evidenced by certain written evidence;  (b) the information entering the public domain without attribution to any fault of theParty receiving the information; and  (c) the information lawfully acquired by the Party receiving the information from othersources after being received by the Party.7.3 After the termination of this Agreement, the Borrower shall, as requested by the Lender,return, destroy, or otherwise dispose of all of the documents, datum, or software provided bythe Lender that contain any Confidential Information, and stop using the ConfidentialInformation. 7.4 Notwithstanding any other provision of this Agreement, the effect of this Article 7 shall notbe affected by the suspension or termination of this Agreement.**ARTICLE EIGHT NOTICE**
 

 
8.1 Any notice, request, demand or other correspondence required under or in accordance with thisAgreement shall be delivered to the related Party in writing. 8.2 The above notice or other correspondence, shall be deemed to be delivered (i) upon being sentout if by facsimile or electric transmission, or (ii) upon handover in person if by handdelivery; or (iii) upon the fifth (5th) day of being posted if by mail.**ARTICLE NINE DEFAULT LIABILITIES**9.1 The Borrower undertakes to indemnify the Lender against any actions, charges, claims, costs,damage, demands, expenses, liabilities, losses or procedures suffered or incurred by theLender due to any breach by the Borrower of any of its obligations under this Agreement. 9.2 Notwithstanding any other provision of this Agreement, the effect of this Article shall notbe affected by the suspension or termination of this Agreement.**ARTICLE TEN MISCELLANEOUS**10.1 This Agreement is written in Chinese in two (2) originals. Each of the Parties to thisAgreement shall hold one (1) original. 10.2 The execution, effectiveness, performance, modification, interpretation and termination of thisAgreement shall be governed by the laws of the PRC. 10.3 Any dispute arising out of or in connection with this Agreement shall be resolved by theParties through consultation. In the event the Parties fail to agree with each other withinthirty (30) days after the dispute arises, the dispute shall be submitted to ChinaInternational Economic and Trade Arbitration Commission Shanghai Commission for arbitration inShanghai in accordance with the arbitration rules thereof effective at the submission of theapplication for arbitration. The arbitration award shall be final and binding upon theParties. 10.4 Any right, power or remedy granted to each of the Parties by any provision of this Agreementshall not preclude any other rights, powers or remedies that such Party is entitled to underthe laws and under any other provisions of this Agreement, and any Party’s exercise of any ofits rights, powers or remedies shall not preclude its exercise of any other rights, powers orremedies that it is entitled to. 10.5A Party’s failure or delay in exercising any of its rights, powers or remedies that it isentitled to under this Agreement or under the laws (the “**Available Rights**”) shall notconstitute its waiver of such rights, nor shall any single or partial waiver of any AvailableRights by a Party preclude its exercise of those rights in another
 

 
  manner or its exercise of any other Available Rights. 10.6 The headings in this Agreement are written for the ease of reference only, and shall in noevent be used for, or affect, the interpretation to this Agreement. 10.7 Each provision of this Agreement is severable and independent from any of the other provisions.If at any time any one or more provisions of this Agreement become invalid, illegal orunenforceable, the validity, legality and enforceability of the other provisions of thisAgreement shall not be affected thereby. 10.8 This Agreement shall come into effect upon executed by the Parties to amend, supplement andrestate the Original Loan Agreement between the Lender and the Borrower. In the event of anyconflict or inconsistency between any provision of the Original Loan Agreement and those ofthis Agreement, the provisions of this Agreement shall prevail. 10.9 Any amendment or supplement to this Agreement shall not come into effect unless made in writingand duly executed by the Parties. 10.10 Without the prior written consent of the Lender, the Borrower shall not transfer any of itsrights and/or obligations under this Agreement to any third party. The Lender has the rightto transfer any of its rights and/or obligations under this Agreement to any third party uponthe prior written notice to the Borrower.[*INTENTIONALLY LEFT BLANK BELOW*]
 

 
[**EXECUTION PAGE**]**IN WITNESS WHEREOF**, this AMENDED AND RESTATED LOAN AGREEMENT is executed by the following Partieson the date first written above.     **XIN ZHOU**