**LOAN AGREEMENT**This **LOAN AGREEMENT**(“**this Agreement**”) is entered into on July 20, 2009 by:1. **XIN ZHOU**   Identity Card Number: 310109671031081 2. **XUDONG ZHU**   Identity Card Number: 310108196710054852(XIN ZHOU and XUDONG ZHU are collectively referred to as the “**Borrowers**”)3. **SHANGHAI CRIC INFORMATION TECHNOLOGY CO., LTD.**(the “**Lender**”)   Registered Address: Room 308, Building A of the Technology Building, No.149 Yanchang Road, Zhabei District, Shanghai(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 duly incorporated and validly existing in Shanghai, China under the laws of the PRC,mainly operating the advertising business, 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 Lender has provided a loan to XIN ZHOU and XUDONG ZHU respectively for their acquisitionof the equity interest in Tian Zhuo Advertising.In order to clarify the rights and obligations of the Lender and the Borrowers under the above loanarrangement, the Parties hereby agree 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 Borrowers in the amount of
 

 
  RMB1,000,000 (in words: one million Yuan) pursuant to Article 2.1, among which a loan in theamount of RMB900,000 (in words: nine hundred thousand Yuan) is provided to XIN ZHOU, and aloan in the amount of RMB100,000 (in words: one hundred thousand Yuan) is provided to XUDONGZHU.   “**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 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 Pursuant to the terms and conditions of this Agreement, the Lender agrees to provide the Loanto the Borrowers. The Parties confirm that as of the execution
 

 
  of this Agreement, the Lender has provided the Loan to the Borrowers in the amount ofRMB1,000,000 (in words: one million Yuan), among which a loan in the amount of RMB900,000 (inwords: nine hundred thousand Yuan) has been provided to XIN ZHOU, and a loan in the amount ofRMB100,000 (in words: one hundred thousand Yuan) has been provided to XUDONG ZHU.   The Borrowers can not use the Loan under this Agreement unless for the purpose of theinvestment, or acquisition of the equity interest, in Tian Zhuo Advertising. Without theprior written consent of the Lender, the Borrowers can not use any part of the Loan for anyother 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 Tian Zhuo Advertising to secure the Borrowers’ performance of all of theirobligations under this Agreement. The Borrowers 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 any part of the Loan under this Agreement shall commence on the date on which theLender provided the Loan to the Borrowers 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), and (3) theexpiration date of the business term of Tian Zhuo Advertising (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 Tian Zhuo Advertisingheld 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 Tian Zhuo Advertising 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 Tian ZhuoAdvertising held by such Borrower on the execution 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 Tian Zhuo Advertising, 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 Tian Zhuo Advertising 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 Tian Zhuo Advertising held by such Borrower on theexecution 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 Tian Zhuo Advertising 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 Tian Zhuo Advertising is to be transferred pursuant to the aboveprovisions, the
 

 
  Borrowers shall provide all reasonable assistance and shall waive all of its right of firstrefusal to purchase such equity interest. 5.6 After the Borrowers transfer all of their equity interest in Tian Zhuo Advertising 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. 10.5A 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 not constitute its waiver of such rights, nor shall any single or partial waiver of anyAvailable Rights by a Party preclude its exercise of those rights in another manner or itsexercise 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, upon executed, 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.[*INTENTIONALLY LEFT BLANK BELOW*]
 

 
[**EXECUTION PAGE**]**IN WITNESS WHEREOF**, this LOAN AGREEMENT is executed by the following Parties on the date firstwritten above.