Exhibit 4.46 

 

**Second Amended and Restated Equity Interests Pledge Agreement**

 

This Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) isentered into on the day of December 30, 2004 by and between the following parties: 

 

**Pledgee:**eLongNet Information Technology (Beijing) Co., Ltd. 

**Address:**10 Jiuxianqiao Road, Chaoyang District, Beijing 

**Legal Representative:** Justin Tang 

 

**Pledgor:**Linda Dong 

**ID No.:**1101011760608202 

**Address:**No.15, Building 18, Hepinglierqu, Dongcheng District, Beijing 

 

**WHEREAS,**

 

(1). The Pledgor owns 25% of the equity interest in Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter “Asia Media”). Asia Media is a wholly domestic-owned company registered under thePeople’s Republic of China (hereinafter “China”) laws and regulations. The registered office is at 203, B Xingke Mansion, 10 Jiuxianqiao Road, Chaoyang District, Beijing. Asia Media is qualified to engage in advertising business andcultural consultation (approved by administrative bureau for industry and commence); 

 

(2). The Pledgee and Asia Media entered into Exclusive Technical Consulting and Services Agreement on the date of February 1, 2001 and entered into the Supplementary Agreement of Exclusive Technical Consulting and Services Agreement on thedate of August 22, 2003 (the Exclusive Technical Consulting and Services Agreement and the relevant Supplementary Agreement Hereinafter “Service Agreement”). Both parties amend and restate the Service Agreement in further on July 20, 2004,in which the Pledgee agreed that Pledgee has the exclusive right to provide Asia Media with technical services for the advertisements published in *www.elong.com*(hereinafter “Elong.com”); 

 

(3). The Pledgee, Qu Zhi, a shareholder previously possessing 25% equity interests in AsiaMedia and Asia Media signed an Amended and Restated Trademark License Agreement (“Trademark License Agreement”) on July 20, 2004, according to which the Pledgee agrees that Asia Media shall use some trademarks; 

 

(4). The Pledgee, the Pledgor and Asia Media sign an Amended and Restated Business OperationAgreement (“Business Operation Agreement”) on July 20, 2004. According to the agreement, Asia Media agrees not to conduct any business probably taking great effect on the capital, debt or right of the Pledgee, without the prior writtenconsent of the Pledgee; 

 

(5) According to the Stock Transfer and Debt TransferAgreement signed between the Pledgee and Qu Zhi on December 30th 2004, the Pledgee shall be assigned the 25% equityinterests of Qu Zhi in Asia Media and all the credit and debt relationship formed from investment of Qu Zhi in Asia Media. 

 

(6). In order to make sure that Asia Media performs its obligations of payment for the internet advertising technical service and technical service and software licenseprovided by the Pledgee under provisions of the service agreement, and obligations related with the Pledgee in “Trademark License Agreement” and “Business Operation Agreement” and to reflect the Pledgor’s succession to theAmended and Restated Equity Interest Pledge Agreement signed between the Pledgee and Qu Zhi on July 20th 2004, thePledgor and the Pledgee are intended to make a second amendment and restatement to the equity interest pledge agreement as stated herein and the Pledgor is willing to pledge all of its equity interest in Asia Media as pledge security. 

 

Therefore the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement based upon thefollowing terms: 

 

1. *Definitions AndInterpretation*

 

Unless otherwise provided in this Agreement, the followingterms shall have the following meanings: 

 

1.1 Pledge means the full content ofArticle 2 hereunder 

 

1.2 Equity Interest means all equity interests in AsiaMedia legally held by the Pledgor. 

 

1.3 Rate of Pledge means the ratio betweenthe value of the pledge under this Agreement and the exclusive technical consulting and service fees under the Service Agreement. 

 

1.4 Term of Pledge means the period provided for under Article 3.2 hereunder. 

 

1.5 Service Agreement means the Exclusive Technical Consulting and Service Agreement entered into by and between Asia Media and the Pledgee on the date of February 1,2001 and the Supplementary Agreement of Exclusive Technical Consulting and Service Agreement entered into on the date of August 22, 2003, and the further amendment and restatement of the aforesaid agreement on the date of July 20, 2004. 

 

1.6 Event of Default means any event in accordance with Article 7.1 hereunder. 

 

1.7 Notice of Default means the notice of default issued by the Pledgee in accordance withthis Agreement. 

 

2. *Assignments AndPledge*

 

2.1 The Pledgor agrees to pledge all its equity interest in AsiaMedia to the Pledgee. Pledge under this Agreement refers to the rights owned by the Pledgee who shall be entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of the equity interests pledged by thePledgor to the Pledgee. 

 

3. *Rate Of PledgeAnd Term Of Pledge*

 

3.1 *The rate of Pledge*

 

3.1.1 The rate of pledge shall be 100% 

 

3.2 *The term of Pledge*

 

3.2.1 This Agreement shall take effect as of the date when the equity interests under this Agreement are recorded in the Register ofShareholder of Asia Media and registered with the competent Administration for Industry and Commerce. The term of the Pledge is the same with the term of Service Agreement. 

 

3.2.2 During the period, the Pledgor shall be entitled to dispose the Pledge in accordance with this Agreement in the event that Asia Mediafails to pay exclusive technical Consulting and service fee or software license in accordance with the Service Agreement or fails to perform the obligations of “Trademark License Agreement” or “Business Operation Agreement”.

 

4. *Physical Possession Of Documents*

 

4.1 During the term of Pledge under this Agreement, the Pledgor shall deliverthe physical possession of the Certificate of Distribution and the Name List of Shareholder of Asia Media to the Pledgee within one week as of the date of conclusion of this Agreement. 

 

4.2 The Pledgee shall be entitled to collect the dividends from the equity interests. 

 

4.3 The pledge of in this Agreement shall be record in the shareholder’s register.

 

5. *Representation of the Pledgor*

 

5.1 The Pledgor is the legal owner of the equity interests. 

 

5.2 The Pledgor does not pledge or encumber the equity interests to any other person exceptfor the Pledgee. 

 

6. *Warranties andGuarantee of the Pledgor*

 

6.1 During the effective term of this Agreement,the Pledgor covenants to the Pledgee that the Pledgor shall: 

 

6.1.1 Nottransfer or assign the equity interests, create or permit to create any pledges, which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee; unless the two parties have agreed otherwise.

 

6.1.2 Comply with and implement laws and regulations with respect to thepledge of rights, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and comply with such notices, ordersor suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee. 

 

6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or anyreceived notices which may change the Pledgor’s any covenant and obligation under this Agreement or which may affect the Pledgor’s performance of its obligations under this Agreement. 

 

6.2 The Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained fromthis Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person. 

 

6.3 The Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of the technical consulting andservice fees under the Service Agreement, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause other parties who have intereststo take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under this Agreement. 

 

6.4 Execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural person or legal entity) designed bythe Pledgee, and provides all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within the reasonable time. 

 

6.5 The Pledgor warrants to the Pledgee that the Pledgor will comply with and perform all the guarantees, covenants, agreements, representations and conditions for thebenefits of the Pledgee. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements, representations and conditions. 

 

7. *Event Of Default*

 

7.1 The following events shall be regarded as the event of default: 

 

7.1.1 Asia Media fails to make full payment of the exclusive technical consulting and service fees and software licensefees as scheduled under the Service Agreement; or fails to perform the obligation of “Trademark License Agreement” or “Business Operation Agreement”. 

 

7.1.2 The Pledgor makes any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgor is inviolation of any warranties under Article 6 herein; 

 

7.1.3 The Pledgor violatesthe covenants under any of the Articles herein; 

 

7.1.4 The Pledgor waives thepledged equity interests or transfers or assigns the pledged equity interests without prior written consent from the Pledgee; 

 

7.1.5 The Pledgor is unable to repay any general debt or other debts. The Pledgor’s any external loan, security, compensation, covenants or any other compensationliabilities (1) are required to be repaid or performed prior to the scheduled date; or (2) are due but can not be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity to perform the obligationsherein is affected; 

 

7.1.6 This Agreement is illegal for the reason of thepromulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 

 

7.1.7 Any approval, permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement arewithdrawn, suspended, invalidated or materially amended; 

 

7.1.8 The property ofthe Pledgor is adversely changed and cause the Pledgee deem that the capability of the Pledgor to perform the obligations herein is affected; 

 

7.1.9 The successors or assignees of the Asia Media are only entitled to perform a portion of or refuse to perform the payment liability under the Service Agreement;

 

7.1.10 The default resulted in the action or inaction of Pledgor’sbreaching the other Articles of this Agreement; 

 

7.1.11 Other circumstanceswhereby the Pledgee is incapable of exercising the right to dispose the Pledge in accordance with the related laws. 

 

7.2 The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of or find that any event under Article 7.1 herein or any events that mayresult in the foregoing events have happened or is going on. 

 

7.3 Unless theevent of default under Article 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default happens or thereafter, may give a written notice of default to the Pledgor and require the Pledgor toimmediately make full payment of the overdue service fees and software license under the Service Agreement and other payables or perform the obligation of “Trademark License Agreement” or “Business Operation Agreement”, ordispose the Pledge in accordance with Article 8 herein. 

 

8. *Exercise Of The Right Of The Pledge*

 

8.1 In case Asia Media does not fully repay the aforesaid technical service fees and software license fees of the Service Agreement, and does fully perform the obligations of “Trademark License Agreement” or “BusinessOperation Agreement”, the Pledgor shall not transfer or assign the pledge without prior written approval from the Pledgee prior to the full repayment of the consulting and service fee under the Service Agreement. Unless the two parties haveagreed otherwise. 

 

8.2 Subject to Article 7, the Pledgee may exercise the right to dispose the Pledge when the Pledgee gives a notice ofdefault. 

 

8.3 The Pledgee is entitled to have priority in receiving payment bythe evaluation or proceeds from the auction or sale of whole or part of the equity interests pledged herein in accordance with legal procedure until the outstanding consulting and service fees and all other payables under the Service Agreement arerepaid. 

 

8.4 The Pledgor shall not hinder the Pledgee from disposing the Pledgein accordance with this Agreement and shall give necessary assistance so that the Pledgee could realize his Pledge. 

 

9. *Transfers Or Assignment*

 

9.1 The Pledgor shall not donate or transfer his rights and obligations herein without prior consent from the Pledgee. 

 

9.2 This Agreement shall be binding upon the Pledgor and his successors and be effective tothe Pledgee and his each successor and assignee. 

 

9.3 The Pledgee may transferor assign his all or any rights and obligations under the Service Agreement to any individual (natural person or legal entity) at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee asif the assignee is a party hereto. When the Pledgee transfers or assigns the rights and obligations under the Service Agreement, at the request of the Pledgee, the Pledgor shall execute the relevant agreements and/or documents with respect to suchtransfer or assignment. 

 

9.4 After the Pledgee’s change resulting from thetransfer or assignment, the new parties to the pledge shall enter into a pledge agreement. 

 

10. *Termination*

 

10.1 This Agreementshall not be terminated until the following conditions are met (1) All the consulting and service fees and software license fees under the Service Agreement are paid off, (2) Asia Media has fully perform all the obligations under “TrademarkLicense Agreement” and “Business Operation Agreement”, or the aforesaid obligations are terminated, and (3) Asia Media does not perform the obligations under “Trademark License Agreement” and “Business OperationAgreement”. 

 

In case the agreement is terminated, the Pledgee shall cancelor terminate this Agreement within reasonable time as soon as practicable. 

 

11.*Formalities Fees And Other Charges*

 

11.1 The Pledgor shall beresponsible for all the fees and actual expenditures in relation to this Agreement including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with thelaws, the Pledgor shall fully indemnify such taxes paid by the Pledgee. 

 

11.2The Pledgor shall be responsible for all the fees (including but not limited to any taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of Pledge) incurred bythe Pledgor for the reason that the Pledgor fails to pay any payable taxes, fees or charges in accordance with this Agreement; or the Pledgee has recourse to any foregoing taxes, charges or fees by any means for other reasons. 

 

12. *Force Majeure*

 

12.1 *Force majeure*, which includes acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning,war, means any unforeseen events beyond the prevented party’s reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’sreasonable control. The Pledge affected by *force majeure*shall notify the other party of exemption promptly; 

 

12.2 In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by *force majeure*, only within the scopeof such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of *force majeure*andattempt to resume performance of the obligations delayed or prevented by the event of *force majeure*. After the event of *force majeure*is removed, both parties agree to resume the performance of this Agreement with their best efforts.

 

13. *Dispute Resolution*

 

13.1 This Agreement shall be governed by and construed in accordance with the PRC law.

 

13.2 Any dispute, tangle or claim arising from the agreement or relating withthe agreement (including any issue relating with the existence, validity or termination of the agreement) should be submitted to China International Economic and Trade Arbitration Commission (the “Arbitration Commission”). ArbitrationCommission shall conduct arbitration in accordance with the current effective rules of Arbitration application. The arbitration award shall be final and binding upon both parties. 

 

13.3 Arbitration place shall be in Beijing, PRC. 

 

13.4 Arbitration language shall be English. 

 

13.5 The court of arbitration shall compose of three arbitrators. Both parties should respectively appoint an arbitrator, the chairman of the court of arbitration shallbe appointed by both parties through consultation. In case both parties do not coincide in opinion of the person selected for the chief arbitrator within twenty days from the date of their respectively appoint an arbitrator, the director ofArbitration Commission shall have right to appoint the chief arbitrator. The chief arbitrator shall not be Chinese citizen or United State citizen. 

 

13.6 Both parties agreed that the court of arbitration established according to the regulation shall have right to provide actually performed relief on the propersituation according with PRC Law (including but not being limited to Law of Agreement of the People’s Republic of China). For the avoidance of doubt, both parties further that any court having jurisdiction (including PRC Court) shall carry outthe arbitral award of actual performance issued by the court of arbitration. 

 

13.7 Both parties agreed to conduct arbitration in accordance with this regulation, and irrepealably abstain the right to appeal, reexamine or prosecute to national court or other administration of justice in any form, and the preconditionshall be that the aforesaid waiver is effective. However the waiver of both parties does not include any post-arbitration injunction, post-arbitration distress warrant or other command issued by any court having jurisdiction (including PRC Court)for terminating the arbitration procedure or carrying out any arbitral award. 

 

14. *Notice*

 

14.1 Any notice, which isgiven by the parties hereto for the purpose of performing the rights, duties and obligations hereunder, shall be in writing form (including fax and telex). Where such notice is delivered personally, the time of notice is the time when such noticeactually reaches the 

 

addressee; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reachthe addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the parties hereto or the address advised inwriting including facsimile and telex from time to time. 

 

15. *Appendices*

 

15.1 The appendices to this Agreement are entire and integral part of thisAgreement. 

 

16. *Effectiveness*

 

16.1 This agreement and any amendments, modification, supplements, additions or changeshereto shall be in writing, executed upon being executed and sealed by the parties hereto and become effective on the date after Qu Zhi has completed transference of the equity interest change to the Pledgor. 

 

16.2 This Agreement is executed by Chinese in duplicate, and each party holds one copy andeach copy and the copies shall have the same legal effect. 

 

(No text hereunder)

 

In witness whereof the parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorizedrepresentative as of the Effective Date first written above. 

 

**The Pledgee:**eLongNet Information Technology (Beijing) Co., Ltd. 
**Signature of Authorized Representative:** /s/
**Official Seal:**
 
/s/

 

**The Pledgor:** Linda Dong
**Signature:** /s/
 

**Appendices**

 
1.Register of Shareholders of Beijing Asia Media Interactive Advertising Co., Ltd. 
 
2.Certificate of Capital Contribution of Beijing Asia Media Interactive Advertising Co., Ltd. 
 
3.Services Agreement; 
 
4.Trademark License Agreement; and 
 
5.Business Operation Agreement;