Amended and Restated Cooperative Agreement dated July 20, 2004



 Exhibit 10.28 
  
 Amended and Restated Cooperative Agreement 
  
 This Amended and Restated Cooperation Agreement is entered into on the day of July 20, 2004 (the “Effective Date”) in Beijing among the following parties:

  

			
	Beijing eLong Airline Services Co., Ltd. (hereinafter “Party A”)
	Address:	  	203, B Xingke Mansion, 10 Jiuxianqiao Road, Chaoyang District, Beijing
	Legal Representative:	  	Tang Yue
	
	Beijing eLong Information Technology Co., Ltd (hereinafter “Party B”)
	Address:	  	Room 109, Jian Tower, No. 68 Xue Yuannan Street Haidian District Beijing
	Legal Representative:	  	Tang Yue

  
 Whereas: 
  
 1.    Party A is a wholly foreign-owned enterprise with valid
existence registered under PRC laws and regulations, which specialized in Internet technology, e-commerce technology exploration and technology services. Taking the advantages in the field of technology, HR and information etc., Party A established
the long term cooperative relationship with the hotels, guesthouses, stores. 
  
 2.    Party B is a wholly domestic-owned company with valid existence registered under PRC laws and regulations, approved by Beijing Communication Administration, may engage in Internet information service business
(license No: Jing ICP Certification No.010011), and possess and operate the website of www.elong.com (hereinafter “elong.com”) and the calling center. 
  
 3.    Party B has agreed to provide website hosting services and
call center services to Party A and Party A has agreed to accept the aforesaid services provided by Party B. Parties entered into The Web Hosting Agreement on the date of November 1, 2002 and now agreed to amend and supply the Web Hosting
Agreement and this Agreement herein has been achieved to substitute the Web Hosting Agreement. 
  
 4.    Both parties agree to amend and restate the cooperative agreement signed between them on March 5th 2004. 
  
 Therefore, Party A and Party B achieve the
following cooperative agreement (hereinafter the “Agreement”) after friendly negotiation. 
  
 Article 1:    Two Parties’ liabilities and obligations 
  
 Party A agreed that Party A shall perform the Internet information services (including Internet booking and online information consultation) and Party B provides
call center services. Party B agreed to provide the value-added communication services, including but not limited to: 
  
 (1)    Provide the reasonable web space to publish the fly tickets and air-transportation information supported by Party A.

  
 (2)    Process the hotel-booking
orders through the call center; process the Internet data and information inquiry. 
  
 (3)    Be liable for other matters related to Internet information service and call center. 
  

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 Article 2:    Payment and settlement 
  
 Party A agreed to pay the information services fee to Party B for the aforesaid internet information service and call center services
provided by Party B. Party A and Party B shall determine the amount of the service charge by negotiation in accordance with the service price provided by Party B and the market price of the aforesaid service. The service charge shall be paid by the
quarter. 
  
 Article 3:    Notice and Guarantee 
  
 3.1    Party A states and guarantees herein as following:

  
 3.1.1    Party A is a wholly
foreign-owned enterprise with valid existence registered under PRC laws and regulations. 
  
 3.1.2    Party A signs and performs this Agreement within the corporate franchise and business scope; Party A has already made
the authority by corporate behavior and possessed the approvals from the third party and government, which does not against the limitation of the binding laws and regulations. 
  
 3.1.3    This Agreement once signed by parties shall constitute the legal, effective, binding and
forcible executed obligation to Party A. 
  
 3.2    Party B states and guarantees herein as following: 
  
 3.2.1    Party B is a wholly domestic-owned Co., Ltd. with valid existence registered under PRC laws and regulations, qualified
to operate Internet information service business. 
  
 3.2.2    Party B signs and performs this Agreement within the corporate franchise and business scope; Party B has already made the authority by corporate behavior and possessed the approvals from the third party and
government, which does not against the limitation of the binding laws and regulations. 
  
 3.2.3    This Agreement once signed by parties shall constitute the legal, effective, binding and forcible executed obligation
to Party A. 
  
 Article 4:    Confidentiality 
  
 Parties admit that any exchanged oral or written information about this Agreement is
confidential information and parties shall protect and maintain the confidentiality of any and all confidential information. One of the parties can not exposure any relevant information to the third party without the prior written consent from the
other party, excepting the following circumstances: (a) the information has be known or will be known by public (not exposed to public by the information received party); (b) information disclosed by the requirement of application of laws and the
regulations stipulated by stock exchange; or (c) any party discloses the confidential information to its legal or financial consultant for the reason of the transaction’s requirement under this agreement, the legal or financial consultant is
liable for complying with the confidential liability which is similar to this clause. The party will be regard as exposure if any of its employees or its employed organizations disclose the confidential information and liable for the exposure
according to this Agreement. 
  
 Article 5:    Force Majeure

  
 5.1    Force majeure, which includes but
not limited to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, means any event is beyond one party’s reasonable control and unavoidable with reasonable care of the affected party. However,


  

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any shortage of credit, capital or finance shall not be regarded as an event of force majeure. To dissolute the performing obligations under this agreement the
party affected by force majeure shall notify the other party without delay. 
  
 5.2    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 scope of 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 and attempt 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. 
  
 Article 6    Settlements of Disputes 
  
 6.1    Any dispute, tangle or claim arising from this Agreement or
relating to this Agreement (including any issue relating to the existence, validity or termination of the Agreement) should be submitted to PRC International Economic and Trade Arbitration Commission (the “Arbitration Commission”).
Arbitration Commission shall conduct arbitration in accordance with the current effective rules of arbitration application. The arbitration award shall be final and binding upon both parties. 
  
 6.2    Arbitration place shall be in Beijing, PRC. 
  
 6.3    Arbitration language shall be English. 
  
 6.4    The court of arbitration shall compose of three arbitrators.
Both parties should respectively appoint an arbitrator, the chairman of the court of arbitration shall be 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 a arbitrator, the director of Arbitration Commission shall have right to appoint the chief arbitrator. 
  
 6.5    Both parties agreed that the court of arbitration established according to the regulation shall have right
to provide actually performed relief on the proper situation according with PRC’s Law (including but not being limited to Law of Contract 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 out the arbitral award of actual performance issued by the court of arbitration. 
  
 6.6    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 precondition shall 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. 
  

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 Article 7:    Notices and delivery 
  
 Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese
and shall be deemed to be duly given when it is delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of the relevant party or parties set forth below.

  

			
	Party A:	  	Beijing Airline Services Co., Ltd.
	Address:	  	203, B Xingke Mansion, 10 Jiuxianqiao Road, Chaoyang District, Beijing
	Addressee:	  	Tang Yue
	Fax:	  	64312801
	Tel:	  	58602288
		
	Party B:	  	Beijing eLong Information Technology Co., Ltd
	Address:	  	Room 109, Jian Tower, No. 68 Xueyuannan Street Haidian District Beijing,
	Addressee:	  	Tang Yue
	Fax:	  	64315872
	Tel:	  	58602288

  
 Article 8:    Agreement
Transfer 
  
 Party B shall not transfer the rights and obligations of
this Agreement to any third party without the prior written consent of Party A. 
  
 Article 9:    Amendment and Supplement 
  
 Any amendment and supplement of this Agreement shall come into force only after both parties sign a written agreement. The amendment and supplement duly executed by both parties shall be an integral part this Agreement and shall have the
same legal effect as this Agreement. 
  
 Article 10:    Effective
Date and Term 
  
 10.1    This Agreement has been
duly executed as of the date first set forth above and shall be effective simultaneously and parties confirm the term of the Agreement shall be counted from July 1, 2004. The term of this Agreement is ten (10) years or the date of the expiration of
period of validity of Party A (including any extended period of Party A). However, both parties should review this Agreement every three (3) months to determine whether any amendment to the Agreement is necessary after considering the circumstances.

  
 10.2    This Agreement may be extended if Party A
gives the written consent of the extension of this Agreement before the expiration of this Agreement. Parties shall negotiate the term of the extension 
  
 10.3    This Agreement is executed in duplicate and each Party holds one copy 
  

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 Whereas, both parties’ authorized representatives sign this Agreement as of the date first set forth above in
Beijing. 
  
 Party A:    Beijing Airline Services Co.,
Ltd. 
 Signature of Authorized Representative:    /s/ 
 Official Seal:    /s/ 
  
 Party
B:    Beijing eLong Information Technology Co., Ltd 
 Signature of Authorized Representative:    /s/

 Official Seal:    /s/ 
  

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