**LOAN AGREEMENT**This **LOAN AGREEMENT**(“**this Agreement**”) is entered into on September 29, 2009 by:1. **XUDONG ZHU**   Identity Card Number: 310108196710054852 2. **JUN LUO**   Identity Card Number: 310110196801064214(XUDONG ZHU and JUN LUO are collectively referred to as the “**Borrowers**”)3. **SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD.**(the “**Lender**”)   Registered Address: Room 11A, 971 Dongfang Road, Pudong New District, Shanghai(In this Agreement, the above parties are referred to individually as a “**Party**” and collectivelythe “**Parties**”.)**WHEREAS**:1. Beijing Yisheng Leju Information Service Co., Ltd. (“**Beijing Yisheng Leju**”) is a limitedliability company duly incorporated and validly existing in Beijing, China under the laws ofthe PRC, mainly operating the internet information service and advertising business, of whichthe registered address is Room 806-810, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District,Beijing and the registered capital is RMB1,000,000 (in words: one million Yuan). 2. Fei Cao, Jingning Shao and the Borrowers entered into an Equity Interest Transfer Agreement(the “**Equity Interest Transfer Agreement**”) on September 29, 2009. According to the EquityInterest Transfer Agreement, Fei Cao and Jingning Shao agreed to transfer all the equityinterest they held in the company to the Borrowers (the “**Equity Interest Transfer**”). 3. The Lender intends to provide a loan to XUDONG ZHU and JUN LUO respectively for theiracquisition of the equity interest in Beijing Yisheng Leju according to the Equity InterestTransfer Agreement.In order to clarify the rights and obligations of the Lender and the Borrowers under
 

 
the above loan arrangement, the Parties hereby agree as follows:**ARTICLE ONE DEFINITIONS**1.1 Unless otherwise specified in this Agreement, the following terms used in this Agreement shallhave the meanings prescribed thereto below.   “**Loan**” means the loan provided by the Lender to the Borrowers in the amount of RMB1,000,000(in words: one million Yuan) pursuant to Article 2.1, among which a loan in the amount ofRMB800,000 (in words: eight hundred thousand Yuan) is provided to XUDONG ZHU, and a loan inthe amount of RMB200,000 (in words: two hundred thousand Yuan) is provided to JUN LUO.   “**Outstanding Amount**” means the respective unpaid amount payable by the Borrowers under theLoan.   “**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.   “**Repayment Notice**” has the meaning prescribed in Article 5.2 hereof.   “**Repayment Request**” has the meaning prescribed in Article 5.3 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).   “**Borrowers**” 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 the amendments, modifications, replacements or supplements to this Agreement orsuch other agreement or document that are already made or may be made in the future from timeto time.**ARTICLE TWO LOAN**2.1 Pursuant to the terms and conditions of this Agreement, the Lender agrees to provide the Loanin the amount of RMB1,000,000 (in words: one million Yuan) to the Borrowers within five (5)days after this Agreement takes effect, among which the Lender shall provide a loan in theamount of RMB800,000 (in words: eight hundred thousand Yuan) to XUDONG ZHU and a loan in theamount of RMB200,000 (in words: two hundred thousand Yuan) to JUN LUO.   The Borrowers cannot use the Loan under this Agreement unless for the purpose of the paymentof the purchase price for the Equity Interest Transfer made according to the Equity InterestTransfer Agreement. Without the prior written consent of the Lender, the Borrowers cannot useany part of the Loan for any other purpose. 2.2 The Parties confirm that the Borrowers shall repay the Loan to the Lender in accordance with,and perform all of its other obligations under, this Agreement. 2.3 The Borrowers 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 Beijing Yisheng Leju held after the Equity Interest Transfer takes effect,to secure the Borrowers’ performance of all of their obligations under this Agreement. TheBorrowers shall also cooperate with the Lender to register the equity interest pledgeagreement with the competent administration for industry and 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 any part of the Loan under this Agreement shall commence on the date on which theLender provides the Loan to the Borrowers and end on the earliest of (1) the twentieth(20th) anniversary of the effective date of this Agreement, (2) the expiration dateof the business term of the Lender (including its business term as extended), and (3) theexpiration date of the business term of Beijing Yisheng Leju (including its business term asextended) (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 Borrowers shall fullyrepay the Outstanding Amount on a one-off basis. Under such circumstance, to the extent notin violation of the applicable laws and regulations, the Lender has the right to purchase,itself or by any designated third party, all of the equity interest in Beijing Yisheng Lejuheld by the Borrowers at that time, the purchase price for which shall be equal to theOutstanding Amount. 5.2 During the Term, the Lender may, at any time, determine at its sole discretion to acceleratethe repayment of the Loan and require any or both of the Borrowers to repay all or any part ofthe Outstanding Amount by a written notice to any of the Borrowers thirty (30) days in advance(the “**Repayment Notice**”).   If the Lender requires any of the Borrowers to repay any amount pursuant to the previousParagraph, to the extent not in violation of the applicable laws and regulations, the Lenderhas the right to purchase, itself or by any designated third party, certain portion of theequity interest in Beijing Yisheng Leju held by such Borrower, the purchase price for whichshall be equal to that portion of the Outstanding Amount required to be repaid, and thepercentage of the equity interest required to be sold against the equity interest in BeijingYisheng Leju held by such Borrower on the effective date of this Agreement shall be equal tothe percentage of the Outstanding Amount required to be repaid against the total amount of theLoan borrowed by such Borrower under this Agreement. 5.3 To the extent the applicable laws and regulations allow the Lender to hold the equityinterest in Beijing Yisheng Leju, any of the Borrowers may, at any time, give a repaymentrequest to the Lender thirty (30) days in advance to request to prepay all or any part of theOutstanding Amount (the “**Repayment Request**”).   Under such circumstance, to the extent not in violation of the applicable laws andregulations, the Lender has the right to purchase, itself or by any designated third party,certain portion of the equity interest in Beijing Yisheng Leju held by the Borrower proposingthe repayment, the purchase price for which shall be equal to that portion of the OutstandingAmount proposed to be repaid, provided that the percentage of the equity interest required tobe sold against the equity interest in Beijing Yisheng Leju held by such Borrower on theeffective date of this Agreement shall be equal to the percentage of the Outstanding Amountproposed to be repaid against the total amount of the Loan borrowed by such Borrower underthis Agreement. 5.4 The Borrower required or proposing to repay any amount shall repay the relevant OutstandingAmount in cash or in such other manner as approved by the Lender in writing in advance andpermitted by the applicable laws and regulations.
 

 
5.5 When the Borrowers repay the Outstanding Amount pursuant to the above provisions of thisArticle 5, the Parties shall complete the equity interest transfer provided in this Article 5at the same time to ensure that, at the same time when the Outstanding Amount is repaid, theLender or any third party designated by the Lender has lawfully and fully accepted therelevant equity interest in Beijing Yisheng Leju pursuant to the above provisions, and suchequity interest is free and clear of any pledge or any other form of encumbrance. When theequity interest in Beijing Yisheng Leju is to be transferred pursuant to the above provisions,the Borrowers shall provide all reasonable assistance and shall waive all of their rights offirst refusal to purchase such equity interest. 5.6 After the Borrowers transfer all of their equity interest in Beijing Yisheng Leju to theLender or any third party designated by the Lender and repay all of the Outstanding Amountpursuant to the above provisions of this Article 5, the Borrowers have no obligations ofrepayment under this Agreement.**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 Borrowers are 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 theBorrowers as a result of the execution or performance of this Agreement (collectively the“**Confidential Information**”). The Borrowers shall not use such Confidential Information forany purpose 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 Borrowers 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 Borrowers 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 Borrowers undertake 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 Borrowers of any of their 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 three (3) 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. 10.5 A 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 ofany 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, upon taking effect, shall supersede any other legal documents executed by theParties in respect of the subject of this Agreement. Any amendment or supplement to thisAgreement shall not come into effect unless made in writing and duly executed by the Parties. 10.9 Without the prior written consent of the Lender, the Borrowers shall not transfer any of theirrights and/or obligations under this Agreement to any third party. The Lender has the rightto transfer any of its rights under this Agreement to any third party upon the prior writtennotice to the other Parties. 10.10 After duly executed by the Parties, this Agreement will become effective immediately after theEquity Interest Transfer takes effect.[*INTENTIONALLY LEFT BLANK BELOW*]
 

 
[**EXECUTION PAGE**]**IN WITNESS WHEREOF**, this LOAN AGREEMENT is executed by the following Parties on the date firstwritten above.**XUDONG ZHU**Signature: /s/ Xudong Zhu**JUN LUO**Signature: /s/ Jun LUO**SHANGHAI SINA LEJU INFORMATION TECHNOLOGY CO., LTD.**(Seal)     Signature: /seal/        Name:         Title: