**Exhibit 4(a).9**

**GUARANTY AGREEMENT**

Reference is hereby made to the Stock Purchase Agreement (the “StockPurchase Agreement”) dated as of October 6 2006 by and among **Ross Systems Inc**a company organized and existing under the laws of Delaware (the “Purchaser”); and **Advantage Growth Fund**registered in England andWales as a limited partnership with registered number LP8457 having a registered address of 37 Bennetts Hill, Birmingham, B2 5SN, UK, **Mr. John Caines**having an address of 1 Charlton Park Gate, Cheltenham, GL53 7DJ, UK, **Mr. MarkSutcliffe**having an address of Apartment 103, New Hampton Lofts, 99 Branston Street, Birmingham, B18 6BG, UK, **Mrs. Siobhan Sutcliffe**having an address of Apartment 103, New Hampton Lofts, 99 Branston Street, Birmingham, B18 6BG, UK,**Mr. Robert Archer**having an address of 446 Quinton Road West, Quinton, Birmingham, B32 1QG, UK, **Mr. Robin Wight**having an address of 2 Sidney Drive, Kingsley Holt, Stoke on Trent, ST10 2BH, UK, **Mr. Steven Massey**having an address of 25 Tower Road, Worcester, WR3 7, UK, **Mr. Alistair Norman**having an address oN, Kings Hall, The Academy, Wake Green Road, Moseley, Birmingham, B13 9HW, UK, **Mr. Richard Tester**having an address of 1500Bay Road, Apartment 230, South Beach, Miami, Florida, 33139, USA, **Mr. Roy Thomas**having an address of 19 Coach House Mews, Coventry Road, Warwick, Warwickshire, CV34 4LD, **Mr. John Clement**6 Yam Lane, Dickens Heath, SolihullB90 1TU, UK, W. **Richard Craig**having an address of 13 Catesby Croft, Loughton, Milton Keynes, MK5 8FH, UK, **Mr. Phil Hignett**having as address of Apartment 116, 1500 Bay Road, Miami, Florida, 33139 USA, **Mr. Colin Downes**having an address of 95 The Glassworks, 3 Canal Square, Birmingham B16 8FL, UK, **Mr. Dan Saunders**having an address of 8 Hyde Lane, Kinver, Stourbridge, DY7 6AF, UK, **Mr. Robin West**having an address of Apartment 1525, 1508Bay Road, Miami, Florida, 33131, USA, W. **James Wood**having an address of 29 Westgate Apartments, 10 Arthur Place, Birmingham, B1 3DA, UK, **Mr. James Cutter**having an address of 38 Lovelace Avenue, Solihull, West Midlands, B90 3W,UK, W. **Andy Neilson**having an address of 5 Popular Avenue, Tividale, West Midlands, B69 1RG, Ms. **Sarah Weston**having an address of 52 Thomfiled Road, Acocks Green, Birmingham, B27 7EB, UK and Ms **Di Judd**having an address of162 Farnborough Road, Castle Vale, Birmingham, B35 7NE, (the “Sellers”) 

To induce the Sellers to enter into the StockPurchase Agreement set forth above, CDC Corporation, a company organized under the laws of the Cayman Islands (the “Guarantor”) agrees as of October 6, 2006 as follows: 

Section 1. Definitions

Allcapitalized terms used but not defined in this Guaranty Agreement will have the meanings attributed to them in the foregoing Stock Purchase Agreement. 

Section 2. Guaranty

The Guarantor unconditionally and irrevocably guarantees the promptperformance by the Purchaser in full of all of its obligations under the Stock Purchase Agreement and all ancillary agreements and arrangements (with the intent that the Guarantor either will procure that the Purchaser performs such obligations orwill itself perform such obligations of the Purchaser) and the full and prompt payment when due, whether at stated maturity, by acceleration, or otherwise, of:- 

(a) the Tranche 2 Consideration under the Stock Purchase Agreement, whether now or hereafter existing, and whether for principal, interest, fees, expenses, or otherwise; and 

(b) all sums due in respect of the Series “A” Loan Notes and/or the Series “B” Loan Notes whether now or hereafter existing, andwhether for principal, interest, fees, expenses, or otherwise. 

 

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Section 3. Guaranty is Absolute

This guaranty is an absolute guaranty of payment and is not a guaranty of collection. This Guaranty Agreement will not be discharged except byindefeasible payment, in cash, of the Tranche 2 Consideration under this Guaranty Agreement immediately following a written demand by the Sellers’ Representative. The Guarantor guarantees that the Tranche 2 Consideration will be paid and allthe other guaranteed obligations performed strictly in accordance with the terms of the Stock Purchase Agreement, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights ofthe Sellers with respect to them. Without limitation, the liability of the Guarantor under this Guaranty Agreement is absolute and unconditional irrespective of: 

(a) Any lack of validity or enforceability of any provision of the Stock Purchase Agreement or any other agreement or instrument relating to the Stock Purchase Agreement, or avoidance or subordination of any of theTranche 2 Consideration or other obligations guaranteed hereby; 

(b) Any change in the time, manner, or place of payment of, or in anyother term of, or any increase in the amount of the Tranche 2 Consideration, or any other amendment or waiver of any term of, or any consent to depart from any requirement of, any of the Stock Purchase Agreement; 

(c) The absence of (i) any attempt to collect any of the guaranteed obligations or (ii) any other action to enforce the same or the election ofany remedy by the Sellers; 

(d) Any waiver, consent, extension, forbearance, or granting of any indulgence by the Sellers with respect toany provision of the Stock Purchase Agreement; 

Section 4. Amendments

No amendment or waiver of any provision of this Guaranty Agreement nor consent to any departure by the Guarantor from this Guaranty Agreement will beeffective unless it is in writing and signed by the Sellers, and then will be effective only in the specific instance and for the specific purpose for which it is given. 

Section 5. Notices

All notices, requests, demands, consents, instructions or othercommunications required or permitted hereunder shall be in writing and be delivered by FedEx, courier or fax to each party as follows: 

Ifto the Sellers, to: 

Mr. Mark Sutcliffe 

Apartment 103 

New Hampton Lofts 

99 Branston Street 

Birmingham B18 6BG UK

Fax: 0121 

If to theGuarantor, to: 

CDC Corporation 

33/F Citicorp Centre 

18 Whitfield Road 

Causeway Bay 

Hong Kong 

Fax: 852 2893 5245 

Attn: Chief Executive Officer 

 

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All such notices, requests, demands, consents, instructions or other communications shall be effective:(a) when sent by Federal Express or other overnight service of recognized standing, on the second business day following the deposit with such service; and (b) when faxed, upon confirmation of receipt regardless of whether such notice,request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section. Any party from time to time may change its address, facsimile number or other information for the purpose ofnotices to that party by giving notice specifying such change to the other party hereto. 

Section 6. Remedies

6.1 The Sellers’ delay in exercising or failure to exercise any right under this Guaranty Agreement will not operate as a waiver of this GuarantyAgreement, nor will any single or partial exercise of any right under this Guaranty Agreement preclude any other or further exercise thereof or the exercise of any other right. The Sellers’s remedies under this Guaranty Agreement are cumulativeand not exclusive of any remedies provided by law or under the Stock Purchase Agreement. 

6.2 The Sellers’ failure at any time torequire strict performance by the Purchaser, the Guarantor, or any other Person of this Guaranty Agreement or the Stock Purchase Agreement will not waive, affect, or diminish any right of the Sellers at any time to demand strict performance thereof,and that right will not be deemed to have been modified or waived by any course of conduct or knowledge of the Sellers. 

6.3 No waiver bythe Sellers of any default will operate as a waiver of any other default or of the same default on a future occasion, and no action by the Sellers permitted under this Guaranty Agreement or the Stock Purchase Agreement will in any way affect orimpair any of the Sellers’s rights or the Guarantor’s obligations under this Guaranty Agreement or the Stock Purchase Agreement. Any determination by a court of competent jurisdiction of the amount of any principal, interest, or otheramount constituting any of the guaranteed obligations will be conclusive and binding on the Guarantor irrespective of whether the Guarantor was a party to the suit or action in which the determination was made (except as may be required by law);provided, however, that the Sellers shall provide notice to the Guarantor of any such action thereof. 

Section 7. Successors andAssigns

This Guaranty Agreement is binding on and inures to the benefit of the Guarantor, the Sellers, and their respective heirs,successors, and assigns. The Sellers may assign or otherwise transfer any of the guaranteed obligations owing to it to any other Person to whom the Stock Purchase Agreement may be lawfully assigned or otherwise transferred pursuant to the provisionsthereof, and that other Person will become vested with all the rights and benefits of this Guaranty Agreement with respect to the obligations so transferred or assigned. All references to the Purchaser or to the Guarantor include their respectivesuccessors and assigns, including, without limitation, a receiver, trustee, or debtor-in-possession of or for the Purchaser or the Guarantor. 

Section 8. Reinstatement

This Guaranty Agreement will remain in full force and effect and continue to be effectivenotwithstanding (a) the filing of any petition by or against the Purchaser for liquidation or 

 

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reorganization, (b) the Purchaser’s insolvency, (c) the Purchaser’s making of an assignment for the benefit of creditors, or (d) theappointment of a receiver or trustee for any of the Purchaser’s assets, and will, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the guaranteedobligations, or any part of them, is avoided, rescinded, or reduced in amount, or must otherwise be restored or returned by any obligee of the guaranteed obligations, whether as a “voidable preference,” a “fraudulent transfer,”or otherwise, all as though such payment or performance had not been made. If any payment is avoided, rescinded, reduced, restored, or returned, the guaranteed obligations will, to the fullest extent permitted by law, be reinstated and deemedreduced only by amounts not avoided, rescinded, reduced, restored, or returned. 

Section 9. Governing Law

This Guaranty Agreement will be governed by and construed in accordance with the laws of England and Wales. 

The Guarantor enters into this Guaranty Agreement as of the date first written above. 

 
CDC CorporationBy 
/s/ Peter Yip
Name: Mr. Peter YipTitle: Chief Executive Officer
 

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