**Equity Transfer Exclusive Option Agreement**This **Equity Transfer Exclusive Option Agreement**(the “**Agreement**”) is entered into in Shanghai, thePeople’s Republic of China (the “**PRC**”) as of April 1, 2008 by and among the following Parties:(1) **Zhou Xin**, a PRC citizen (identity card number:           , hereinafter, the “**ExistingShareholder**”)(2) **Shanghai Tian Zhuo Advertising Co., Ltd.**, a limited liability company incorporated andexisting under the PRC law, with its registered address at Room 201, Building 2, No. 38Haiguang Road, Shanyang Town, Jinshan District, Shanghai (hereinafter, the “**Company**”); and(3) **Shanghai CRIC Information Technology Co., Ltd.**, a wholly foreign-owned enterpriseincorporated and existing under the PRC law, with its legal address at Room 308, TechnologyTower A, No. 149 Yanchang Road, Shanghai (hereinafter, the “**WFOE**”).(In this Agreement, each Party shall be referred to individually as a “**Party**” or collectively, asthe “**Parties**”.)**Whereas,**(1) The Existing Shareholder is the registered shareholder of the Company, and owns lawfully 100%equity interest in the Company. Its capital contributions to and shareholding in the CompanyRegistered Capital as of the date hereof are set forth in Appendix I attached hereto. (2) Subject to applicable PRC Law, The Existing Shareholder intends to transfer to the WFOEand/or its designated entity or individual all the equity interest in the Company owned by theExisting Shareholder, and the WFOE intends to accept such transfer. (3) In order to consummate the aforesaid equity transfer, the Existing Shareholder agrees togrant the WFOE an irrevocable option for equity transfer (the “**Transfer Option**”), under whichthe Existing Shareholder shall, as required by the WFOE and subject to the PRC Law, transferthe Option Equity (as defined below) to the WFOE and/or its designated entity or individual inaccordance with this Agreement. (4) The Company agrees that the Existing Shareholder grants the WFOE the Transfer Option inaccordance with this Agreement.
 
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The Parties hereby agree as follows upon mutual negotiations:**Article 1 Definitions**1.1 Unless otherwise required in the context, the following terms in this Agreement shall havethe following meanings:   “**Agent**” has the meaning as provided in Article 3.7.   “**Business Permits**” means any approvals, permits, filings,registrations, etc. which are necessary forthe lawful and effective operation by theCompany of its advertising design, producing,agency, release, computer technologydevelopment, technical services, technicalconsulting, sale of computer, software andsupporting equipment and electrical productsand all other businesses, including withoutlimitation to the Business License of theEnterprise Legal Person, the Tax RegistrationCertificate, and other relevant licenses andpermits as required by the then PRC Law;   “**Confidential Information**” has the meaning as provided in Article 8.1.   “**Defaulting Party**” has the meaning as provided in Article 11.1.   “**Default**” has the meaning as provided in Article 11.1.   “**Exercise Notice**” has the meaning as provided in Article 3.5.   “**Company Registered Capital**” means the registered capital of one millionRenminbi as of the date hereof, i.e.,RMB1,000,000, and includes any increasedregistered capital within the term of thisAgreement.   “**Company Assets**” means all tangible and intangible assetswhich the Company owns or is entitled to usewithin the term of this Agreement, includingbut not limited to any fixed and moveableassets, and intellectual property rights suchas trademarks, copyrights, patents, know-how,domain names and software use rights;
 
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   “**Material Agreement**” means any agreement to which the Company is aparty and which has material impact on thebusiness or the assets of the Company,including without limitation to the ExclusiveTechnology License and Service Agreemententered into by and between the Company andthe WFOE and other agreements related to thebusiness of the Company.   “**Non-defaulting Party**” has the meaning as provided in Article 11.1.   “**Option Equity**” means the 100% equity interest owned by theExisting Shareholder in the CompanyRegistered Capital.   “**PRC Law**” means the then effective laws, administrativeregulations, administrative rules, localregulations, judicial interpretations andother binding regulatory documents of thePRC.   “**Power of Attorney**” has the meaning as provided in Article 3.7.   “**Rights**” has the meaning as provided in Article 12.5   “**Shareholding Limit**” has the meaning as provided in Article 3.2.   “**Transferred Equity**” means the equity to which the WFOE or itsdesignated entity or individual is entitledto acquire from the Existing Shareholder whenexercising its Transfer Option (the “**Exercise**”) in accordance with Article 3.2 hereof, theamount of which may be all or part of theOption Equity and shall be determined by theWFOE at its own discretion in accordance withthe then valid PRC Law and its commercialneeds.   “**Transfer Price**” means all the considerations which the WFOEor its designated entity or individual isobliged to pay to the Existing Shareholderfor the Transferred Equity in each Exercisein accordance with Article 4 hereof.
 
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1.2 Any PRC Law referred to herein shall (1) include the amendments, changes, supplements andreenactments thereto, irrespective of whether they take effectbefore or after the execution of this Agreement; and (2) include the references to otherdecisions, notices or regulations enacted in accordance therewith or effective as a resultthereof.1.3 Unless otherwise specified hereof, all references to an article, clause, item or paragraphshall refer to the relevant part hereof.**Article 2 Grant of Transfer Option**2.1 The Existing Shareholder hereby agrees to grant the WFOE an irrevocable and unconditionalTransfer Option, under which the WFOE shall, subject to the PRC Law, be entitled to requirethe Existing Shareholder to transfer the Option Equity to the WFOE or its designated entity orindividual in such methods as set forth herein. The WFOE also agrees to accept such TransferOption.2.2 The Company hereby agrees that the Existing Shareholder grants such Transfer Option to theWFOE according to Article 2.1 above and other provisions hereunder.**Article 3 Method for Exercise of Option**3.1 Subject to the PRC Law, the WFOE shall have the sole discretion in deciding the schedule,method and times of its Exercise.3.2 Provided that the then PRC Law permits the WFOE and/or its designated entity or individual tohold the total equity of the Company, the WFOE is entitled to elect to exercise all of itsTransfer Option in a lump sum to have the WFOE and/or other entity or individual designated byit to acquire all the Option Equity from the Existing Shareholder in a lump sum; if the thenPRC Law only permits the WFOE and/or other entity or individual designated by it to hold partof the equity in the Company, the WFOE shall be entitled to decide the amount of theTransferred Equity within the upper limit of shareholding percentage stipulated by the thenPRC Law (the “**Shareholding Limit**”), and have the WFOE and/or other entity or individualdesignated by it to acquire such amount of Transferred Equity from the Existing Shareholder.In the latter circumstance, the WFOE is entitled to exercise its Transfer Option ininstallments alongside the gradual deregulation on the upper Shareholding Limit under the PRCLaw until its acquisition of all Option Equity.3.3 In each Exercise, the WFOE shall have the right to decide the amount of the TransferredEquity to be transferred by the Existing Shareholder to the WFOE and/or other entity orindividual designated by it in such Exercise, and the Existing Shareholder shall transfer suchamount of Transferred Equity decided by the WFOE to the WFOE and/or other entity or individualdesignated by it. The WFOE and/or other entity or individual designated by it shall pay theTransfer Price to the Existing Shareholder for the Transferred Equity acquired in each Exercise.
 
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3.4 In each Exercise, the WFOE may acquire the Transferred Equity by itself or designate anythird party to acquire all or part of the Transferred Equity.3.5 Upon its decision of each Exercise, the WFOE shall issue to the Existing Shareholder a noticeon the exercise of the Transfer Option (the “**Exercise Notice**”, the form of which is set out asAppendix II hereto). The Existing Shareholder shall, upon receipt of the Exercise Notice, andin accordance with the Exercise Notice, promptly transfer all the Transferred Equity in a lumpsum to the WFOE and/or other entity or individual designated by the WFOE in such method asprovided in Article 3.3.3.6 The Existing Shareholder hereby represents and warrants that once the WFOE issues theExercise Notice: (1) he shall immediately convene a shareholders’ meeting to pass a resolution andtake all other necessary actions to consent to the transfer of all Transfer Equity tothe WFOE and/or its designated entity or individual at the Transfer Price;  (2) he shall immediately enter into an equity transfer agreement with the WFOE and/orits designated entity or individual for transfer of all Transferred Equity to the WFOEand/or its designated entity or individual at the Transfer Price; and  (3) he shall provide the WFOE with necessary support required by the WFOE and inaccordance with the laws and regulations (including providing and executing all relevantlegal documents, obtaining all government approvals and carrying out registrationprocedures and assuming all relevant obligations), so as to ensure that the WFOE and/orits designated entity or individual acquire all Transferred Equity free and clear of anylegal defect.3.7 Together with the execution of this Agreement, the Existing Shareholder shall enter into aPower of Attorney (the “**Power of Attorney**”, the form of which is set out as Appendix IIIhereto), entrusting any person designated by the WFOE (hereinafter the “**Agent**”) to, inaccordance with this Agreement, enter into on his behalf, any and all necessary legaldocuments so as to ensure that the WFOE and/or its designated entity or individual acquire allTransferred Equity free and clear of any legal defect. Such Power of Attorney shall be underthe custody of the WFOE and the WFOE may, at any time if necessary, require the ExistingShareholder to enter into multiple copies of the Power of Attorneyand submit the Power  
 
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  of Attorney to the relevant government authority. When and only when a written noticeis issued by the WFOE to the Existing Shareholder for removal of the Agent, the ExistingShareholder shall immediately revoke the entrustment of the existing Agent, and entrust anyother person then designated by the WFOE to, and in accordance with this Agreement, enterinto on his behalf any and all necessary legal documents. The new Power of Attorney shallsupersede the previous one once it is executed. Except for the above circumstances, theExisting Shareholder shall not revoke the Power of Attorney issued to the Agent.**Article 4 Transfer Price**Upon each Exercise by the WFOE, the Transfer Price payable by the WFOE or its designated entity orindividual to the Existing Shareholder shall be one Renminbi (RMB1.00) or other price as agreed bythe Parties in writing. If at that time there is any compulsory requirement on the Transfer Priceunder the PRC Law, the WFOE or its designated entity or individual shall be entitled to adopt theminimum price allowed under the PRC Law as the Transfer Price.**Article 5 Representations and Warranties**5.1 The Existing Shareholder hereby represents and warrants as follows, and such representationsand warranties shall remain effective as if they are made as of the date of transfer of theOption Equity: 5.1.1 The Existing Shareholder is a PRC citizen with full capacity, full and independentlegal status and legal capacity to execute, deliver and perform this Agreement, and mayact independently as a subject of actions.  5.1.2 The Company is a limited liability company duly registered and validly existingunder the RPC Law, with an independent corporate legal person status. The Company hasfull and independent legal status and legal capacity to execute, deliver and perform thisAgreement and may act independently as a subject of actions.  5.1.3 The Existing Shareholder has full power and authority to execute and deliver thisAgreement and all other documents related to the transaction contemplated herein whichare to be executed by him, and has the full power and authority to complete thetransaction set forth herein.  5.1.4 This Agreement has been duly and lawfully executed and delivered by the ExistingShareholder and is legally binding upon the Existing Shareholder and enforceable againsthim in accordance with the terms hereof.
 
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 5.1.5 The Existing Shareholder is the registered legal owner of the Option Equity as ofthe date hereof, and there is no lien, pledge, claim, other encumbrances or third partyrights on the Option Equity except for the rights created by this Agreement, the EquityPledge Agreement between the Existing Shareholder and the WFOE, and the Shareholder’sVoting Rights Proxy Agreement among the Existing Shareholder, the WFOE and the Company.In accordance with this Agreement, the WFOE and/or its designated entity or individualshall, upon the Exercise of Option, obtain the good title to the Transferred Equity freeand clear of any lien, pledge, claim, other encumbrances or third party rights.5.2 The Company hereby represents and warrants as follows: 5.2.1 The Company is a limited liability company duly registered and validly existingunder the RPC Law, with an independent corporate legal person status. The Company hasfull and independent legal status and legal capacity to execute, deliver and performthis Agreement and may act independently as a subject of actions.  5.2.2 The Company has full internal power and authority to execute and deliver thisAgreement and all other documents relevant to the transaction set forth herein and to beexecuted by it, and has the full power and authority to complete the transactioncontemplated herein.  5.2.3 This Agreement has been duly and lawfully executed and delivered by the Companyand is legally binding upon the Company.  5.2.4 The Existing Shareholder is the only registered legal owner of the Option Equityas of the date hereof. In accordance with this Agreement, the WFOE and/or itsdesignated entity or individual shall, upon the Exercise, obtain the good title to theTransferred Equity free and clear of any lien, pledge, claim, other encumbrances andthird party rights.  5.2.5 The Company has obtained complete Business Permits necessary for its operationsas of the execution of this Agreement. The Company shall be fully entitled andqualified to operate within PRC all of its business. The Company has been engaged inlawful business since its incorporation and there is no violation or potential violationof the regulations and requirements set forth by the departments of commerce andindustry, tax, quality supervision, labor protection, social security and othergovernment authorities or any dispute with respect to breach of contract.
 
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**Article 6 Undertakings of the Existing Shareholder**The Existing Shareholder hereby undertakes as follows:6.1 He shall take all necessary measures within the term of this Agreement to ensure that theCompany is able to obtain all Business Permits necessary for its business and the validity ofall such Business Permits at any time. 6.2 Within the term of this Agreement, without the prior written consent by the WFOE: 6.2.1 the Existing Shareholder may not transfer or otherwise dispose of, or create anyencumbrance or other third party rights on, any Option Equity;  6.2.2 he may not increase or decrease the registered capital in the Company;  6.2.3 he may not, or cause the management and/or the board of directors of the Companyto, dispose of any of the Company Assets (except for those occur in the ordinary courseof business);  6.2.4 he may not, or cause the management and/or the board of directors of theCompany to, terminate any Material Agreements entered into by the Company or enter intoany other Material Agreements in conflict with the existing Material Agreements;  6.2.5 he may not appoint or dismiss any director, supervisor or any other managementmembers of the Company who should be appointed or dismissed by the ExistingShareholder;  6.2.6 he may not cause or agree the Company to declare or distribute any distributableprofit, bonus or dividend;  6.2.7 he shall ensure the valid existing of the Company and prevent it from beingterminated, liquidated or dissolved;  6.2.8 he may not cause or agree the Company to amend the Articles of Association ofthe Company; and  6.2.9 he shall ensure that the Company shall not lend or borrow any loan, or provideguarantee or other forms of security arrangements, or undertake any materialobligations other than in the ordinary course of business.6.3 The Existing Shareholder shall use his best efforts within the term of this Agreement todevelop the business of the Company, and ensure its operations are in compliance with laws andregulations, and he will not be engaged in any actions or omissions which may harm the Assetsor the goodwill of the Company or affect the validity of its Business Permits.
 
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**Article 7 Undertakings of the Company**7.1 If the consent, permit, waiver, authorization of any third party or the approval, permit,exemption, or any registration or filing (if legally required) with any government authorityis necessary for the execution and performance of this Agreement and the grant of the TransferOption herein, the Company will use its best efforts to assist in the fulfillment of the aboveconditions.7.2 Without the prior written consent of the WFOE, the Company shall not assist or permit theExisting Shareholder to transfer, or otherwise dispose of, or create any encumbrances or thirdparty rights on, any Option Equity.7.3 The Company shall not conduct or permit any activities or actions which may adversely affectthe interest of the WFOE under this Agreement.**Article 8 Confidentiality**8.1 Whether this Agreement is terminated or not, the Existing Shareholder shall be obliged tokeep confidential the following information (hereinafter collectively the “**ConfidentialInformation**”): (1) the execution, performance and the contents of this Agreement;  (2) the business secrets, proprietary information and customer information in relationto the WFOE known to or received by him in connection with the execution and performanceof this Agreement; and  (3) the business secrets, proprietary information and customer information in relationto the Company known to or received by him as a shareholder of the Company.The Existing Shareholder may use such Confidential Information only for the performance of hisobligations hereunder. The Existing Shareholder may not disclose the above ConfidentialInformation to any third party without the written consent from the WFOE; otherwise he shallbe liable for breach of contract and indemnify the relevant losses.8.2 Upon termination of this Agreement, the Existing Shareholder shall, when required by theWFOE, return, destroy or otherwise dispose of all the documents, materials or softwarecontaining the Confidential Information and stop the usage of such Confidential Information.8.3 Notwithstanding any other provisions herein, the validity of this Article shallsurvive the suspension or termination of this Agreement.
 
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**Article 9 Term of Agreement**This Agreement shall become effective as of the date of formal execution by the Parties, and shallremain valid until all the Option Equity has been legally transferred to the WFOE and/or itsdesignated entity or individual in accordance with the provisions hereof.**Article 10 Notices**10.1 Any notice, request, demand and other correspondence required by or made in accordance withthis Agreement shall be delivered to the relevant Party in writing.10.2 The aforementioned 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 when it is 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 to perform any obligationhereunder, such breach or failure shall constitute a default under this Agreement (hereinaftera “**Default**”), any of the other Parties without default (hereinafter the “**Non-defaultingParty**”) is entitled to require the Defaulting Party to rectify such Default or take remedialmeasures within a reasonable period. If the Defaulting Party fails to rectify such Default ortake remedial measures within such reasonable period or within ten (10) days following thewritten notice issued by the Non-defaulting Party and the rectification requirement, and incase the Defaulting Party is the Existing Shareholder or the Company, the Non-defaulting Partyshall be entitled to decide, at its own discretion: (1) to terminate this Agreement andrequire the Defaulting Party to indemnify all the damages, or (2) to request the DefaultingParty to continue the performance of its obligations hereunder and require the DefaultingParty to indemnify all the damages; in case the Defaulting Party is the WFOE, theNon-defaulting Party is entitled to request the Defaulting Party to continue the performanceof its obligations hereunder, and require the Defaulting Party to indemnify all the damages.11.2 The Parties agree and confirm that in no circumstances shall the Existing Shareholder and theCompany demand for termination of this Agreement with any cause.
 
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11.3 The rights and remedies set out herein shall be cumulative, and shall not preclude any otherrights or remedies provided by law.11.4 Notwithstanding any other provisions herein, the validity of this Article shall survive thesuspension or termination of this Agreement.**Article 12 Miscellaneous**12.1 This Agreement is made in Chinese in three (3) counterparts with each Party retaining onecopy.12.2 The execution, effectiveness, performance, amendment, interpretation and termination of thisAgreement shall be governed by the PRC Law.12.3 Any dispute arising hereunder and in connection herewith shall be settled throughconsultations among the Parties, and if no agreement regarding such dispute can be reached bythe Parties within thirty (30) days upon its occurrence, such dispute shall be submitted toShanghai 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 all Parties.12.4 Any rights, powers and remedies entitled to any Party by any provision herein shall notpreclude any other rights, powers and remedies entitled to 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 any other rights, powers and remedies.12.5 No failure or delay by a Party to exercise any of its rights, powers and remedies hereunderor in accordance with the laws (hereinafter the “**Rights**”) shall be construed as a waiver ofsuch Rights, and the waiver of any single or partial exercise of such Rights shall notpreclude its exercise of such Rights in other ways or its exercises of any other Rights.12.6 The headings herein are for reference only, and shall not be used for or affect theinterpretation of the provisions hereof.12.7 Each term contained herein shall be severable and independent from other provisions, and ifat any time any term or terms herein are held invalid, illegal or unenforceable, the validity,legality or enforceability of all other provisions herein shall not be affected as a resultthereof.
 
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12.8 This Agreement shall, upon execution, supersede any other legal documentsexecuted by the Parties with respect to the same subject hereof. Any amendments orsupplements to this Agreement shall be made in writing and shall become effective upon dueexecution by the Parties hereto.12.9 The Existing Shareholder or the Company shall not assign any of its rights and/or obligationshereunder to any third party without the prior written consent from the WFOE, and the WFOE isentitled to assign any of its rights and/or obligations hereunder to any of its designatedthird party upon notice to the Existing Shareholder and the Company. 12.10 This Agreement shall be binding on the legal successors of each Party.[The following is intentionally left blank]
 
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[Execution Page]IN WITNESS WHEREOF, the Parties have caused this Equity Transfer Option Agreement to be executed asof the date and in the place first set forth above.     **Zhou Xin**         Signature: /s/ Zhou Xin       **Shanghai Tian Zhuo Advertising Co., Ltd.**(Company chop)     Signature: /s/ Shanghai Tian Zhuo Advertising Co., Ltd.         Name:    Position:  **Shanghai CRIC Information Technology Co., Ltd.**(Company chop)     Signature: /s/ Shanghai CRIC Information Technology Co., Ltd.         Name:    Position:  
 
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Appendix I:**Basic Information of the Company**Company Name: Shanghai Tian Zhuo Advertising Co., Ltd.Registered Address: Room 201, Building 2, No. 38 Haiguang Road, Shanyang Town, Jinshan District,ShanghaiRegistered Capital: One Million RenminbiLegal Representative: Zhou XinEquity Structure:        Registered Capital Percentage of  Shareholder’s Name  (RMB) Contribution       Zhou Xin One million Renminbi 100%Total One million Renminbi 100%Financial Year: 1 January to 31 December of a calendar year
 
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Appendix II:**Form of the Option Exercise Notice**To: Zhou XinReference is made to the Equity Transfer Option Agreement dated as of April 1, 2008 (hereinafterthe “**Option Agreement**”) by and among you, Shanghai Tian Zhuo Advertising Co., Ltd. (the “**Company**”)and our company, pursuant to which you shall, upon request by our company and pursuant to the PRClaws and regulations, transfer the equity interest owned by you in the Company to our company orany third party designated by our company.Therefore our company hereby issues this Notice to you as follows:Our company hereby requests the exercise of the Transfer Option under the Option Agreement and thatthe equity interest you owned corresponding to _____% of the equity of the Company (hereinafter the“**Proposed Transferred Equity**”) be transferred to our company/[name of company/individual]designated by our company. You are required to promptly transfer all the Proposed TransferredEquity to our company/[name of designated company/individual] upon receipt of this Notice inaccordance with the agreed terms in the Option Agreement.Best regards,         **Shanghai CRIC Information Technology Co., Ltd.**           (Company chop)             Authorized Representative:                          Date:                      
 
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Appendix III:**Form of the Power of Attorney**I,           , hereby irrevocably entrust                                          [identity card number                                        ] to sign the Equity Transfer Agreement among Shanghai Tian Zhuo Advertising Co.,Ltd., Shanghai CRIC Information Technology Co., Ltd. and myself regarding the transfer of equityinterest in Shanghai Tian Zhuo Advertising Co., Ltd., and other related legal documents on mybehalf as my authorized trustee.         Zhou Xin      Signature:             Date:           
 
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