TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
PROBLEM: Exhibit 4(b)(ii).3

                                                                    [LOGO] sicap

                        Maintenance and support contract                               for SICAP(R) modules                                 PPB, VCA and OTA

                              dated 10 October 2000

    This contract replaces in full the Annex 7 Maintenance and Support for         SICAP(R) modules PPB, VCA and OTA and Sun Hardware which was an            integral part of the original Swisscom PURCHASE & LICENSE                    CONTRACT, made effective on 06 April 1998.

concluded between:                                                      EuroTel

 Bratislava a.s., Stefanikova 17, PO Box 54, 838 01 Bratislava 38, Slovakia and           Sicap Ltd, Bernstrasse 34, 3072 Ostermundigen, Switzerland.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

                                Table of contents

1   INTRODUCTION                                                               4

  1.1 Standard service                                                         4

  1.2 Over all responsibilities                                                4

  1.3 Additional service on request (as per clause 5)                          5

2   PROCEDURES FOR SUPPORT                                                     5

  2.1 Hotline ISC SICAP(R)(Case of incidents)                                  5

  2.2 Procedures for incidents                                                 5

  2.3 Main flowchart                                                           6

3   RESPONSE TIME                                                              8

  3.1 Response time for hotline                                                8     3.1.1 Working hours at Sicap Ltd                                           8

  3.2 Emergency priority                                                       8

4   CHANGE MANAGEMENT                                                          9

  4.1 Responsibilities                                                         9

  4.2 Procedures                                                               9

5   ADDITIONAL SUPPORT                                                         9

  5.1 Remote support outside working hours                                    10

  5.2 On-site support                                                         10

6   PRICING                                                                   10

  6.1 Pricing for standard service                                            10

  6.2 Pricing for additional support                                          11

7   GENERAL TERMS AND CONDITIONS FOR MAINTENANCE AND SUPPORT                  12

  7.1 Introduction                                                            12

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

  7.2 Definitions                                                             12

  7.3 Remuneration                                                            13     7.3.1 Prices                                                              13     7.3.2 Price adjustments                                                   13     7.3.3 Costs and expenses                                                  13

  7.4 Co-operation by EuroTel                                                 14

  7.5 Term and termination                                                    14

  7.6 Liability                                                               15





  7.7 Assignment                                                              15

  7.8 Changes to the contract                                                 15

  7.9 Counterparts                                                            16

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

1     Introduction

      Sicap Ltd provides to EuroTel a standard service for the SICAP(R) PPB, VCA       and OTA modules.

      EuroTel can also request additional support which is not part of the       offered standard support and is subject to a separate quotation and       ordering procedure as described in Article 5.

1.1   Standard service

      The following services are included for the SICAP(R) PPB, VCA and OTA       modules

      o     HotLine support (resolving of incidents)

      o     20 hours telephone support (during office hours) per month. This             support includes every necessary support for the SICAP(R) PPB, VCA             and OTA (no accumulation of unused hours)

      o     Remote support via ISDN line (establishment and communication costs             to be paid by customer). Security can be guaranteed under the             following conditions: Firewall, only outgoing connections allowed

      o     Change Management

      The following service is charged:

      o     Installation costs if on-site support is required

      This Maintenance and Support contract does not include the following       cases:

      Bugs or problems in third party software or middleware, like for example       Veritas Cluster, Oracle, not-correct DB-management, faults of EuroTel's       system management, hidden modification and/or foreign       developments/adaptations of the SICAP application and/or the entire       prepaid system. Misuse will be charged at cost.

1.2   Over all responsibilities

      EuroTel is responsible for the initial fault tracing within the entire       prepaid system including first level maintenance, Sicap Ltd for second       level maintenance, as described under clause 1.1.

      First level of maintenance means all day by day activities in order to       have the entire prepaid system running under normal condition including       application administration, dB administration and system administration       (hardware & operating system).

      For second level of maintenance are intended all the activities needed to       have the SICAP(R) application running under unexpected conditions like       bugs, unexpected performance limitations, etc. (HW configuration and any       changes to be confirmed by Sicap Ltd)

      The clause 2.2 defines the procedure, which will allow EuroTel to qualify       problems within its own support organisation in order to achieve problem       resolution with Sicap Ltd support.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

      EuroTel will ensure that its personal is adequate trained to support the       entire SICAP(R) prepaid application.

1.3   Additional service on request (as per clause 5)

      o     On-site support       o     Remote support (not covered by Hotline)       o     Training after acceptance

2     Procedures for support

2.1   Hotline ISC SICAP(R) (Case of incidents)

      The HotLine can be reached as follows:

      Phone:

      +41 878 807 387 (24 hours, 7 days a week)





      Fax:

      +41 41 360 10 29

      Trouble Ticket:

      http:www.swissgsm.ch/gnats/SKEUROTEL

      (WEB based GNATS problem report system, used by ISC, Lucerne)

      EuroTel defines up to 5 system administrators from their own staff. They       must be trained for the following modules:

      o     SICAP(R)VCA       o     SICAP(R)PPB       o     SICAP(R)OTA

      Only these system administrators have the permission to use the HotLine       and the GNATS tool.

2.2   Procedures for incidents

      According to the priority request of EuroTel, ISC SICAP(R) (Installation       and Service Center) will contact the responsible engineer from Sicap Ltd       with its Subcontractor(s) immediately.

      The following procedures are applicable:

      1.    After the discovery of an incident, ISC SICAP(R) has to be notified             without delay by the Web based GNATS trouble ticket tool and by             phone (called HotLine).

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

      2.    EuroTel shall use the HotLine number to report every incident.             Together with notification of the HotLine the following information             has to be provided:

            o     Date and time of incident occurrence             o     User domain, site domain, application domain             o     Configuration item detail and a full and accurate description                   of the incident             o     Priority of Incident

      3.    On request from Sicap Ltd, EuroTel has to provide the following             supplementary information:

            o     SICAP(R) modules VCA- or PPB- or OTA-logfile             o     System logfiles             o     all necessary information from the crashed system in                   electronic way (if possible ) like memory dumps.

      4.    On request from Sicap Ltd, EuroTel has to open the ISDN remote             access to the system to ISC SICAP(R)

2.3   Main flowchart

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

          --------------------      ---------      ---------           System Administrator    \               \              /Project manager  ----  Incident ----- Priority           --------------------    / ---------     /---------                   |                                     |                   |                     ----------------|----------------  &sbsp;                |                     |               |                |                         ---------    -------      --------------   -----------                                                       GNATS         Incidents                         [GRAPHIC]    HotLine      trouble ticket   Information                         ---------    -------      --------------   -----------                   |                                     |                   |                                     |             --------------                              |                  RFC        /                           |              (request for   -------                     |                 change)     \     |                 ------------    ----------             --------------        ---------------\  ISC SICAP(R)     [GRAPHIC]                   |               |       |-------  ------------    ----------             --------------        |       |      /      |                 GNATS      ----------------             |             --------------        |                  --------                   |               |                  Response                   |               |                  --------             -------------- /      |                     |               Quotation    -------|                     |              (schedule &   \                            |             delivery plan)                              |             --------------                              |





                  |                                  --------                   |                                  Problem                   |                                  detected                   |                                  --------                   |                                     |                   |                           ----------|-----------                   |                           |         |           |                   |        Problem         -------   -------    -----------                   |        fixing          On-site    Remote    Explanation                   |        &               action     action     with Call,                   |        Installation                         E-Mail, Fax                   |                        -------   -------    -----------                   |                          |  |       |             |                   |                           --|-------|-------------                   |                             |                   |                             |                ---------                     --------        --------------                Quotation                \     Change      \  Problem solved                accepted   ---------------    accepted  ----                ---------                /    --------     /  --------------

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

3     Response time

3.1   Response time for hotline

      The Response Time during the HotLine availability hours shall be the       following:

      --------------------------------------------------------------------------       Priority of reques    Availability              Response Time       --------------------------------------------------------------------------       emergency             24 hours, 7 days a week   4 hours       --------------------------------------------------------------------------       high                  during working hours      4 hours       --------------------------------------------------------------------------       medium                during working hours      next working day       --------------------------------------------------------------------------       low                   during working hours      day after next working day       --------------------------------------------------------------------------

      It is up to EuroTel to decide which priority occurs. In case of an obvious       misuse, Sicap Ltd has the right to charge the costs.

      Sicap Ltd will perform every possibility to make the system running as       soon as possible. Staff of EuroTel must be on-site on request of Sicap       Ltd.

3.1.1 Working hours at Sicap Ltd

      The working hours for Sicap Ltd, ISC are:

      08.00h - 18.00h except Saturday, Sunday and public holidays in       Switzerland.

      Public holidays in Switzerland are:

        New Year                           January 1st         Berchtoldsday                      January 2nd         St. Joseph's day                   (date is not fixed)         Good Friday                        Friday before Eastern         Easter Monday                      Monday after Eastern         Ascension day                      Thursday, 10 days before Whitsuntide         White Monday                       Monday after Whitsuntide         Corpus Christi                     (date is not fixed)         National Holiday                   August 1st         Assumption                         August 15th         St. Leodegar                       October 2nd         All Saints                         November 1st         Immaculate Conceptions             December 8th         Before Christmas day               December 24th after 12:00 am         Christmas day                      December 25th         Boxing day                         December 26th         Sylvester                          December 31st after 12:00 am

3.2   Emergency priority

      In an emergency case Sicap Ltd shall do every effort to make the SICAP(R)       application running within 24 hours after response. This also includes to       find temporary solution (work around) until the definitive acceptable       solution is implemented.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

      The following standard procedure shall apply in such a case:

      emergency case happens:





      +    4 hours:  Response from ISC       +   10 hours:  SICAP(R) application SW problem detected       +   10 hours:  SICAP(R) application SW problem solved.

      If Sicap Ltd is not successful within this time, Sicap Ltd's responsible       shall come on-site with the next available flight or train and manages the       recovery process on-site.

      During the whole process the system responsible of EuroTel must be on-site       and work according to the instructions of Sicap Ltd.

4     Change management

      All changes in the functionality of the SICAP(R) application of EuroTel       must be proceeded by a Request for Change (RFC).

      A RFC can be originated by Sicap Ltd or EuroTel and can relate to any       component in the SICAP(R) application.

      Changes can consist of:

      o     Patches       o     Releases (also named upgrades)

4.1   Responsibilities

      Under Change Management, Sicap Ltd has the responsibility to:

      o     collect and assess RFC's, resulting in a quotation and a schedule to             EuroTel       o     co-ordinate and communicate about progress on a weekly basis.

      EuroTel has the responsibility to:

      o     accept or decline the quotation and the delivery plan       o     accept the implemented change

4.2   Procedures

      o     All communication concerning changes shall be in writing or entered             in the ISC trouble ticketing system (GNATS)       o     All RFC's shall be addressed to Sicap Ltd       o     After placing an order based on Sicap Ltd's quotation, Sicap Ltd             implements the change according to the agreed schedule.

5     Additional support

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

      Sicap Ltd can, on a case by case basis, provide support which is tailor       made to EuroTel's requirements. This support is not part of the standard       service and subject to availability and a separate quotation.

5.1   Remote support outside working hours

      EuroTel can request Remote Support outside working hours, e.g. for       installations, new releases, reconfiguration, migration activities. The       written request must be received by Sicap Ltd at least 10 working days       prior to its intended implementation. After confirmation, Sicap Ltd can       provide a detailed planning after consultation with EuroTel, including a       description of the service to be performed.

5.2   On-site support

      In case Remote support is not feasible or in case of explicit request from       EuroTel in certain cases Sicap Ltd can provide EuroTel with on-site       support. Such support is subject to a separate quotation by Sicap Ltd and       mutual agreement between both parties.

6     Pricing

6.1   Pricing for standard service

      --------------------------------------------------------------------------       Description for                  annual fee after the   annual fee for       0-50'000 subscriber              initial period         the first year                                                               (during warranty                                                               period),                                                               beginning with                                                               launch of service       --------------------------------------------------------------------------

      SICAP(R) modules VCA,            151'440.-- CHF         not applicable       PPB & OTA

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------       Additional price                 annual fee after the   annual fee for the       for each further lot of 50 000   initial period         first year (during &sbsp;                                                             warranty period),                                                               beginning with





                                                              launch of service       --------------------------------------------------------------------------

      SICAP(R) modules VCA, PPB & OTA  49'500.-- CHF          not applicable

      --------------------------------------------------------------------------

      o     Additional lots of licenses shall just be charged from the beginning             of each six month period.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

6.2   Pricing for additional support

      --------------------------------------------------------------------------       Support service                                      Price       --------------------------------------------------------------------------       within Sicap Ltd working hours                       CHF 235.-- / hour       --------------------------------------------------------------------------       outside Sicap Ltd working hours                      CHF 352.50 / hour       --------------------------------------------------------------------------       Travel and accommodation expenses                    at cost       --------------------------------------------------------------------------

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

7     General terms and conditions for maintenance and support

7.1   Introduction

      These General Terms and Conditions are applicable for the maintenance and       support services based on Service Levels Description which Sicap Ltd       provides for its SICAP(R) System. No deviations from these General Terms       and Conditions shall be valid unless expressly agreed in writing.

7.2   Definitions

      SICAP(R) software:

      Specific software which has been supplied by Sicap Ltd

      SICAP(R) module:

      Specific software component which is a part of the complete SICAP(R)       Software, but could be integrated separately or not

      System:

      Combination of third party hardware/software and SICAP(R) Software by       Sicap Ltd

      Change management:

      Management of change requests

      Configuration item:

      Component characteristic definition, as part of the system, which has been       defined for the customer specification

      Incident:

      A deviation from the normal behaviour of the System:

      o     Emergency Priority Incident             Critical, complete HA-System failure or a major impact on prepaid             functionality.             Priority Incident             Incident causing a major impact on the SICAP(R) System's             functionality. Conditions that prevent EuroTel normal business             operations from being carried out in timely manner.       o     Medium Priority Incident             Incident causing a partial or minor impact on the System's             functionality       o     Low Priority Incident             Incident having a low impact on the System's functionality such as             screen or report layout changes.

      Patch:

      A minor correction or adaptation to the SICAP(R) application software.

      Problem:

      A condition of the system, identified through incident(s) which indicates       an error for which the cause is yet unknown.

      Release / upgrade:





      A consistent set of software which provides major improvement and/or       extensions to the previous software on the System.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

      Response time:

      The time between the receipt of the notification by Sicap Ltd of an       incident or problem and the initiation by the HotLine of a solution for       the incident or problem.

      Subcontractor:

      A subcontractor of Sicap Ltd, supplying and supporting hardware and/or       software for the SICAP application.

      Third party:

      A party not being Sicap Ltd, supplying hardware and/or software for the       system.

      Working days/hours:

      Mondays to Fridays during Sicap Ltd's regular office hours (8.00h -       18.00h), except public holidays in Switzerland, as specified under clause       3.1.1.

7.3   Remuneration

      The General Terms and Conditions of the original Swisscom Purchase and       License Contract shall also be valid for Maintenance and Support.

7.3.1 Prices

      The total price for the selected service under the Maintenance and Support       contract is listed in chapter 6. Maintenance and Support fees are payable       semi-annually in advance. All prices are in CHF and exclusive of value       added tax that has to be paid in the Slovak Republic.

7.3.2 Price adjustments

      Prices are subject to yearly adjustments. Sicap Ltd may send a new offer.       The offer shall be sent two month prior to the beginning of the dedicated       next year.

7.3.3 Costs and expenses

      Prices quoted are exclusive of travel, accommodation expenses made by       Sicap Ltd personnel under this Maintenance and Support contract. Such       costs and expenses will be charged according to the effective costs.

      In the event Sicap Ltd personnel is required to travel to EuroTel's       premises under this maintenance and support contract, but is not able to       perform the required services due to reasons beyond the control of Sicap       Ltd, which means no physical access to the system or force major as well       as for support cases not included under standard service, as per clause       1.1, then EuroTel shall pay all costs and expenses (e.g. hours, travel and       accommodation expenses).

      All payments due under this Maintenance and Support contract shall be due       and payable 30 days after the invoice date, with the first invoice to be       issued on the date this Maintenance and Support contract comes into full       force and effect.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

      If any payment is not received by Sicap Ltd on the date or dates, as laid       down in this clause, or as may be further agreed upon by the parties, then       Sicap Ltd has the right to suspend the services to EuroTel until payment       has been received. Before suspending the services to EuroTel, a       notification from Sicap Ltd will be given.

      In the event of a suspension of services by Sicap Ltd, as a result of a       delay or lack of payment by EuroTel, Sicap Ltd will not be responsible for       any damages resulting from this suspension.

7.4   Co-operation by EuroTel

      EuroTel shall always give Sicap Ltd full co-operation and provide Sicap       Ltd in good time with required data or information useful and necessary to       the proper execution of the Maintenance and Support contract.

      EuroTel shall be responsible to maintain adequate climatic conditions in       the spaces where the SICAP(R) systems is placed, such in accordance with       the site specifications as mentioned in the Purchase and License Contract       for the system.

      EuroTel shall prevent:





      o     Installation deficiencies (unstable electricity supply network or             others) that result from the non-observance of the installation             standards of the Sicap Ltd equipment       o     The use of degraded or inappropriate consumable and accessories,             contrary to the manufacturer's specifications       o     Negligence, carelessness or improper use on the part of EuroTel,             specifically, the dropping of the equipment or the existence of             foreign objects inside the equipment;       o     Incompatibilities resulting from modifications, repairs or             maintenance carried out by personnel not belonging to Sicap Ltd             and/or third party, or the connection of equipment not supplied or             approved by Sicap Ltd.

      EuroTel shall grant access to Sicap Ltd or third party personnel to       EuroTel's site in question, provided that this personnel abides by the       security rules of EuroTel. Sicap Ltd or third party personnel will always       be accompanied by a representative of EuroTel, if so required by EuroTel.

      EuroTel shall provide Sicap Ltd with an actual list stating the system       administrators and how they can be reached.

7.5   Term and termination

      This contract replaces in full the Annex 7 Maintenance and Support for       SICAP(R) modules PPB, VCA and OTA and Sun Hardware which is an integral       part of the original Swisscom PURCHASE & LICENSE CONTRACT, made effective       on 06 April 1998.

      It shall be effective on 06 October 2000 and shall have a duration of two       years.

      The prices remain valid for the first 12 months.

      After this period, Sicap Ltd reserves the right to adjust the prices       annually. The offer must be submitted three (3) months in advance and       EuroTel may decide within one (1) month to prolong or terminate this       maintenance and support contract. If EuroTel doesn't react in writing, the       new offer shall be considered as accepted.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

      After the initial period of two years, the maintenance and support       contract shall be automatically renewed for a period of one year on each       renewal date, unless one of the parties terminates the maintenance and       support contract through written notification to the other party in the       form of a registered letter with proof of receipt, at least six (6) weeks       prior to the renewal date. There shall be no reimbursement of any paid       fee.

      In case of a substantial breach of this maintenance and support contract       by either party, which is not remedied within thirty days from the other       party's notice thereof, the other party shall have the right to terminate       this maintenance and support contract with immediate effect without       juridical procedures.

      The termination or expiration of the maintenance and support contract for       any reason whatever shall be without prejudice to any other right or       obligation of any party hereto in respect of this maintenance and support       contract which have arisen prior to such termination.

7.6   Liability

      Sicap Ltd's liability for indirect loss, including consequential loss,       loss of profit, lost savings and loss caused by interruption of operations       is excluded.

      No right to damages shall ever arise unless EuroTel reports the loss to       Sicap Ltd in writing as soon as possible after it has arisen.

7.7   Assignment

      This maintenance and support contract is for the benefit of and binding       upon each of the parties hereto and their respective successors and       assigns.

      The rights and obligations under this maintenance and support contract may       not be assigned in whole or in part by either party without the prior       written consent by the other party.

      The parties may assign the rights and obligations under this maintenance       and support Contract by written notice to a subsidiary. A subsidiary of a       party is considered a company of which the party is holding a majority of       the equities.

7.8   Changes to the contract

      Except as otherwise specifically indicated herein, this maintenance and       support contract will not be amended except by written agreement signed on       behalf of the parties by their duly authorised representatives.

      At the end of each agreementual period, or at such time as mutually agreed





      by both parties, EuroTel has the option to select a different services,       such with consequential price adjustments.

                                                                    [LOGO] sicap

M&S contract --------------------------------------------------------------------------------

7.9   Counterparts

      IN WITNESS WHEREOF, the parties hereto have executed this contract in two       (2) originals by their fully authorised representatives on the day and at       the place written here below, each party receiving one (1) original       hereof. For and on behalf of:

      --------------------------------       -----------------------------------       Thomas R. Berner                       Thomas Cancro       Key Account Manager                    CFO / Procurator

      --------------------------------       -----------------------------------       Andreas Martschitsch                   Jozef Barta       CEO (acting)                           CEO / Procurator

      Place:                                 Place:

      Date:                                  Date: 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION: Sicap Ltd's liability for indirect loss, including consequential loss,       loss of profit, lost savings and loss caused by interruption of operations       is excluded.

PROBLEM: Exhibit 10.33

EXECUTION VERSION CONFIDENTIAL

DOMAIN NAME AND CONTENT LICENSE AGREEMENT

This Domain Name and Content License Agreement (the Agreement) is made and entered into, by and between Beijing SINA Internet  Information Service Co., Ltd. ( ), a limited liability company organized under the laws of the People's Republic  of China (hereinafter Licensor) and Beijing Yisheng Leju Information Services Co., Ltd., a limited liability company organized under the laws of  the People's Republic of China (Licensee and together with Licensor, the Parties and each a Party) and is made effective as of the Effective  Date (defined below).

RECITALS

WHEREAS, SINA Corporation, a company organized under the laws of the Cayman Islands (SINA), and CRIC Holdings Limited, a company  organized under the laws of the Cayman Islands (CRIC), entered into that certain Share Purchase Agreement dated July 23, 2009 (the Share  Purchase Agreement), pursuant to which SINA subscribes from CRIC the Subscription Shares (as defined in the Share Purchase Agreement);

WHEREAS, Licensor is the registrant of certain domain names as more particularly described below that are related to the Business which it  desires to license to Licensee and Licensee desires to obtain a license from Licensor to such domain names to use in connection with its operation  of the Business on the terms and conditions set forth herein; and

WHEREAS, Licensor and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju) entered into that certain Domain Name License  Agreement dated May 8, 2008 (the Original Agreement) and (i) Licensor and SINA Leju desire to terminate the Original Agreement pursuant to  the Mutual Termination Agreement attached hereto as Exhibit B and (ii) Licensee and Licensor desire to enter into this Agreement, on or prior to  the consummation of the transactions contemplated by the Share Purchase Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreement of the Parties and the faithful performance thereof, and  other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I  DEFINITIONS

As used herein, the following terms shall have the meanings ascribed to them below.

Action has the meaning set forth in Section 8.1.

Affiliate means, when used with respect to any specified Person, a Person that directly or indirectly through one or more intermediaries, controls,  is controlled by, or is under common control with, such specified Person. For the purposes of this definition, control (including the terms  controlled by and under common control with) with respect to the

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor,  of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as  trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Agency Agreement means that certain Advertising Sale Agency Agreement by and between SINA Corporation and China Online Housing  Technology Corporation, dated as of the date hereof.

Business means an online real estate media platform in the PRC that (i) provides information and updates related to real estate, home furnishing  and construction in the PRC and provides real estate, home furnishing and construction advertising services, and (ii) operates a business-to- business and business-to-consumer Internet platform targeting participants in the PRC real estate industry, in each case, as currently conducted or  contemplated to be conducted on the websites owned or operated by Licensee or any of Licensee's Affiliates in the PRC.

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in  Beijing.

Change of Control means (i) the consummation of any acquisition or purchase, directly or indirectly, by any Person or related group of Persons,  that results in a Competitor owning more ordinary shares in CRIC than E-House and SINA, and in each case, their respective controlled Affiliates,  own in the aggregate or (ii) an event pursuant to which a Competitor acquires the right to nominate a member to the board of directors of CRIC.

Claimant has the meaning set forth in Section 10.12.

Commission has the meaning set forth in Section 10.12.

Competitor means any Person whose business includes an online portal.

Confidential Information has the meaning set forth in Section 9.1.

Content means text, graphics, information and data and other content, whether supplied by Licensee, Licensor, end users or third party  providers.

Dispute has the meaning set forth in Section 10.12.

Effective Date means the Closing Date as set forth in the Share Purchase Agreement.

E-House Licensed Data and Information means the data and information licensed to CRIC Holdings Limited and its subsidiaries, for the  operation of the CRIC system pursuant to the Master Transaction Agreement.

2

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







Governmental Authority means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or  administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

Initial Term has the meaning set forth in Section 6.1.

Law means any federal, national, supranational, state, provincial, local or similar statute, law or ordinance, regulation, rule, code, order,  requirement or rule of law (including common law).

Licensed Content shall mean all Content (i) whose copyright is owned by Licensor; or (ii) owned by a third party provider but is sublicensable  by Licensor to Licensee without requiring the payment of any additional fee to any third party and without violating the terms of any agreement  with such third party provider, together with all updates to and substitutions therefor as may be implemented by Licensor or such third party  provider.

Licensed Domain Names means the domain names listed on Exhibit A attached hereto.

Licensee Parties has the meaning set forth in Section 8.1.

Licensor Parties has the meaning set forth in Section 8.2.

Master Transaction Agreement means the Master Transaction Agreement entered into by and between E-House (China) Holdings Limited and  CRIC Holdings Limited, dated as of July 27, 2009.

Operating Content has the meaning set forth in Section 2.2.

Person means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other  entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as  amended.

PRC means the People's Republic of China, excluding Hong Kong, Macau and Taiwan.

Recipient has the meaning set forth in Section 9.1.

Respondent has the meaning set forth in Section 10.12.

Rules has the meaning set forth in Section 10.12.

Software License Agreement means that certain Software License and Support Services Agreement by and between Beijing SINA Internet  Information Service Co., Ltd. and SINA Leju dated as of [ ].

Term has the meaning set forth in Section 6.1.

3

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







Trademark License Agreement means that certain Trademark License Agreement by and between Beijing SINA Internet Information Service Co.,  Ltd. and Licensee dated as of [ ].

ARTICLE II  GRANT OF LICENSE

2.1. Grant of Licenses.

(a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an  exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the  Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee's use of the Licensed  Domain Names under the terms of this Agreement shall be free of any fees.

(b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an  exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the  Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this  Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or  restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section  2.3, Licensee's use of the Licensed Content under the terms of this Agreement shall be free of any fees.

(c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third  party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to  Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled  by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed  Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms  and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or  inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed  a breach by Licensee under this Agreement.

2.2. Other Content. Licensee may desire to use Content other than Licensed Content, from time to time, in connection with the websites associated  with the Licensed Domain Names (Operating Content). Licensee may independently enter into an agreement with the owner of the Operating  Content to secure Licensee's right to use such Operating Content, and shall be solely responsible for the cost and expense associated with  procuring such Content. For the avoidance of doubt, Licensee shall be permitted to upload such Operating Content directly onto Licensee's  websites or through use of the Licensor's software pursuant to the Software

4

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







License Agreement. If Licensee requests Licensor to enter into such an agreement on behalf of Licensee and to provide the Operating Content to  Licensee, Licensor and Licensee shall discuss such request in good faith; provided, however, if Licensor agrees to procure and provide such  Operating Content, Licensee shall reimburse Licensor for all reasonable, incremental costs that Licensor incurs which are attributable to Licensee's  request. For example, if Licensor, prior to the Effective Date, employs ten (10) full time employees dedicated to obtaining Content and, as a result of  Licensee's request for Operating Content pursuant to this Section 2.2, must hire an additional full time employee to handle Licensee's request,  Licensee shall reimburse Licensor for the costs related to such full time employee, provided that, if such full time employee also engages in work  on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on a pro rata basis only for the time spent by such full time employee in  handling Licensee's requests. Licensee further acknowledges that Licensor has no obligation to fulfill any request by Licensee to procure  Operating Content under this Section 2.2. Unless otherwise agreed to by the Parties, any Operating Content obtained on Licensee's behalf by  Licensor shall be for Licensee's use only and shall not be used by Licensor or its Affiliates or provided or made available to any third parties by  Licensor.

2.3. Fees. In the event E-House Research and Training Institute becomes entitled to charge, invoice, or otherwise receive from, Licensee any  royalties, fees or other remuneration for use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction  Agreement or through other means, Licensor and Licensee shall use good faith efforts to amend this Agreement such that Licensor becomes  entitled to charge, invoice, or otherwise receive fees from Licensee to use the Licensed Domain Names and Licensed Content, such fees to be  agreed upon by the Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees shall not exceed the fees charged by  Licensor to unaffiliated third parties for use of the Licensed Content, taking into account any other consideration received by Licensor (including,  but not limited to, discounted services offerings from the third party).

ARTICLE III  QUALITY CONTROL

3.1. Licensee Control. Subject to the terms and conditions of this Agreement, Licensee shall be entitled to exercise exclusive control over all  aspects of the websites and the Business associated with the Licensed Domain Names including, without limitation, the operation, the look-and- feel and the Content of such websites.

3.2. Content Distribution. Licensor shall make available to Licensee the Licensed Content in substantially the same manner and with substantially  the same speed and efficiency as such Licensed Content was made available to SINA Leju prior to the Effective Date, namely through Licensor's  content database, but in no event with less speed, efficiency, or a lesser level of access than Licensor provides with respect to its own operations.  Licensee agrees to use the Licensed Domain Names only in accordance with such content distribution policy that Licensor uses in connection  with its own business, and as may be established by Licensor and communicated in writing in advance to Licensee from time to time or as may  otherwise be agreed to by the Parties from time to time, provided that Licensee shall be afforded the same period of time to implement any such  content distribution policy as is afforded to Licensor's Affiliates and other third parties.

5

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







3.3. Website Monitoring and Censoring.

(a) Licensee Obligations. Licensee shall monitor and censor all Content on the websites associated with the Licensed Domain Names, including  without limitation Content posted by end users. Licensor shall also have the right to monitor and censor Content of the websites associated with  Licensed Domain Names. Licensee shall remove any offending Content, including, but not limited to, any illegal materials, pornographic, obscene  or sexually explicit materials, materials of a violent nature, or politically sensitive materials, from such websites as soon as possible after it becomes  aware of such offending Content but in no event later than the timeframe prescribed by the Governmental Authority after receipt of oral or written  notice from Licensor or such Governmental Authority. Licensee's failure to comply with this Section 3.3(a) shall be deemed a material breach of  this Agreement. Without limiting the foregoing obligations, Licensee acknowledges that Licensor shall have the right to remove such offending  Content from the websites associated with Licensed Domain Names.

(b) New Restrictions Imposed by Governmental Authority. In the event Licensor receives notice from any Governmental Authority that the  websites associated with the Licensed Domain Names contain offending Content where (i) the basis or nature of such offense has not previously  been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from such  Governmental Authority, Licensor shall promptly notify Licensee of Licensor's receipt thereof. Licensee shall then use best efforts to remove such  Content as soon as possible in accordance with the instructions of such Governmental Authority. Notwithstanding the foregoing or anything in  Section 8.2 to the contrary, in the event Licensor fails to notify Licensee of Licensor's receipt of such notice from a Governmental Authority, such  that Licensee does not have sufficient time to remove such offending Content, Licensee shall not be liable for any fines or penalties imposed by a  Governmental Authority in connection with such offending Content.

3.4. Compliance with Laws. Licensee shall ensure that the Business complies with all applicable Laws in respect of operation, advertising and  promotion of the Business and use of the Licensed Domain Names and Licensed Content in connection therewith.

3.5. Restrictions. Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed  Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in  any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term SINA,  (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any  trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term SINA in the name of  Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to  displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials. In  the event that Licensor reasonably determines that any violation of the foregoing by Licensee poses an immediate harm to Licensor's business,  reputation or goodwill, Licensee shall promptly, following receipt of notice from Licensor, cease and desist all such non-conforming uses.

6

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







ARTICLE IV  OWNERSHIP

4.1. Ownership. Licensee acknowledges that, as between the Parties, Licensor (or its third party providers) is the owner of all right, title and interest  in and to the Licensed Domain Names and Licensed Content, and all such right, title and interest shall remain exclusively with Licensor (or its third  party providers).

4.2. Prosecution and Maintenance. As between Licensee and Licensor, Licensor shall have the sole and exclusive right and obligation to maintain  and renew registrations for the Licensed Domain Names during the Term, and shall do so at its own cost and expense during the Term. Licensee  shall not engage in the foregoing affairs, in particular, Licensee shall not change or apply for change of the domain name registration service  agency for the Licensed Domain Names during the Term of this Agreement.

ARTICLE V  ENFORCEMENT

5.1. Licensor Enforcement.

(a) Licensor shall have the right, but not the obligation, to take action against third parties in the courts, administrative agencies or otherwise, at  Licensor's cost and expense, to prevent or terminate misuse, infringement, dilution, misappropriation, imitation or illegal use by third parties of the  Licensed Domain Names or Licensed Content.

(b) Licensee shall reasonably cooperate with Licensor in any action, suit or proceeding that the Licensor may undertake under this Section 5.1  (including, without limitation, executing, filing and delivering all documents and evidence reasonably requested by the Licensor) and shall lend its  name to such action, suit or proceeding if reasonably requested by the Licensor or required by applicable Law. All reasonable out-of-pocket  expenses incurred by the Licensee in connection therewith shall be reimbursed by the Licensor. The Licensee shall have the right to participate  and be represented in any such action, suit or proceeding by its own counsel at its own expense.

(c) All damages or other compensation of any kind recovered in any action, suit or proceeding undertaken under this Article V, or from any  settlement or compromise thereof, shall be for the benefit of the Licensor, provided, however, that any compensation granted or awarded in light of  any losses incurred by Licensee shall be for the benefit of the Licensee after Licensor's reasonable expenses for taking such action, suit or  proceeding have been paid.

ARTICLE VI  TERM AND TERMINATION

6.1. Term. The initial term of this Agreement (the Initial Term) shall commence on the Effective Date and shall continue for a period of ten (10)  years thereafter. Beginning twelve (12) months prior to the expiration of the Initial Term, the Parties shall use

7

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







good faith efforts to negotiate an extension of the term of this Agreement (the Initial Term together with any applicable extension, the Term).

6.2. Termination for Bankruptcy. Either Party may immediately terminate this Agreement in the event that the other Party (a) becomes insolvent or  unable to pay its debts as they mature; (b) makes an assignment for the benefit of its creditors; (c) seeks relief, or if proceedings are commenced  against such other Party or on its behalf, under any bankruptcy, insolvency or debtors' relief law and such proceedings have not been vacated or  set aside within seven (7) days from the date of commencement thereof.

6.3. Termination for Breach.

(a) By Licensor. Licensor may terminate this Agreement at any time in the event that the Licensee is in material default or breach of any provision  of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after  receipt of written notice thereof; provided, however, that in the event that the Licensee has in good faith commenced cure within such thirty (30)  day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to  cure.

(b) By Licensee. Licensee may terminate this Agreement at any time in the event that the Licensor is in material default or breach of any provision  of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after  receipt of written notice thereof; provided, however, that in the event that the Licensor has in good faith commenced cure within such thirty (30)  day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to  cure.

6.4. Termination for a Change of Control. Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence  of a Change of Control.

6.5. Termination in the Event of Termination of Agency Agreement. In the event that the Agency Agreement is terminated pursuant to Section 9.02 (c)(iii) or 9.02(d)(i) thereof, this Agreement shall automatically be terminated as of the effective date of the termination of the Agency Agreement  and shall thereafter be of no further force or effect except as set forth in Section 6.7.

6.6. Effect of Termination.

(a) Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and  Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution.  Upon expiration of this Agreement or such 90-day period, (i) all rights granted to Licensee under this Agreement with respect to the Licensed  Domain Names and Licensed Content shall immediately cease, and (ii) Licensee shall immediately discontinue all use of the Licensed Domain  Names and Licensed Content.

8

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







(b) Upon termination or expiration of the Agency Agreement (other than as described in Section 6.5), Licensee's rights under Section 2.1(b) are  terminated and Licensee shall immediately discontinue all use of the Licensed Content, provided, however that in the event the Agency  Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.

6.7. Survival. The duties and obligations of the Parties under Articles IV, VI, VIII, IX and X and Section 7.2 of this Agreement shall survive any  termination or expiration of this Agreement.

ARTICLE VII  REPRESENTATIONS AND WARRANTIES

7.1. Representations and Warranties.

(a) By Each Party. Each of Licensee and Licensor represents and warrants to each other Party that: (a) it is a corporation duly incorporated, validly  existing and in good standing under applicable Law; (b) the execution, delivery and performance of this Agreement and the consummation of the  transactions contemplated hereby are within its corporate powers; (c) it has taken necessary steps to obtain authority and all necessary consents  and approvals of any other third party or Governmental Authority to execute and perform this Agreement; (d) this Agreement has been duly  executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as such  enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting the rights of creditors' generally or by general  principals of equity; and (e) the execution, delivery and performance of this Agreement will not conflict with or result in any breach of its charter or  certificate of incorporation, bylaws, or other governing document, or any instrument, obligation, or contract to which it or its properties is bound.

(b) By Licensor. Licensor represents and warrants that:

i. It has the right to grant the licenses granted to Licensee hereunder; and

ii. The Licensed Content and the Licensed Domain Names are, and the rights granted hereunder in connection with the Licensed Domain Names  and Licensed Content are, substantially similar to the Licensed Content and the Licensed Domain Names and the rights that were granted to SINA  Leju in connection therewith prior to the Effective Date.

7.2. Disclaimer. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SHARE  PURCHASE AGREEMENT, THE LICENSED DOMAIN NAMES AND THE LICENSED CONTENT ARE PROVIDED WITHOUT WARRANTY OF  ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, VALIDITY,  NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND  LICENSOR HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES.

9

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







ARTICLE VIII  INDEMNIFICATION

8.1. Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers,  directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensee Parties) from and against any claim, suit, demand  or action (Action), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims arising out of or  resulting from any breach by Licensor of any provision of this Agreement. Licensor's obligation to indemnify Licensee shall be conditioned on (a)  Licensee's provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b)  Licensee's reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor's cost; and (c) Licensor having  exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner  that adversely affects Licensee without Licensee's prior written consent, not to be unreasonably withheld or delayed).

8.2. Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers,  directors, employees, agents, shareholders, successors and assigns, (collectively, the Licensor Parties) from and against any Action, and any  and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by  Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed  Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes  such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any  direct losses suffered or incurred by Licensor as a result of Licensor's failure to provide Licensee with a reasonable period of time to remove  Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or  inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee's obligation to indemnify Licensor shall be  conditioned on (x) Licensor's provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice  Licensee); (y) Licensor's reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee's cost; and (z)  Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any  Action in a manner that adversely affects Licensor without Licensor's prior written consent, not to be unreasonably withheld or delayed).

ARTICLE IX  CONFIDENTIALITY

9.1. Confidential Information. In performing its obligations under this Agreement, either Party (the Recipient) may obtain certain Confidential  Information of the other Party. For purposes of this Agreement, Confidential Information shall mean information, documents and other tangible  things, provided by either Party to the other, in whatever form, relating to such Party's business and marketing, including such Party's financial  information, personal information, customer lists, product plans and marketing plans, whether alone or in its compiled form and whether marked as  confidential or not. The Recipient shall maintain in

10

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







confidence all Confidential Information and shall not disclose such Confidential Information to any third party without the express written consent  of the other Party except to those of its employees, subcontractors, consultants, representatives and agents as are necessary in connection with  activities as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information, the Recipient shall exercise the same  degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care. The Recipient shall  ensure that each of its employees, subcontractors, consultants, representatives and agents holds in confidence and makes no use of the  Confidential Information for any purpose other than those permitted under this Agreement or otherwise required by Law. Upon request by the  other Party, the Recipient shall return, destroy or otherwise handle as instructed by the other Party, any documents or software containing such  Confidential Information, and shall not continue to use such Confidential Information.

9.2. Exceptions. The obligation of confidentiality contained in Section 9.1 shall not apply to the extent that (a) the Recipient is required to disclose  information by order or regulation of a Governmental Authority or a court of competent jurisdiction; provided, however, that, to the extent  permitted by applicable Law, the Recipient shall not make any such disclosure without first notifying the other Party and allowing the other Party a  reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure; or (b) the  Recipient can demonstrate that (i) the disclosed information was at the time of such disclosure to the Recipient already in (or thereafter enters) the  public domain other than as a result of actions of the Recipient, its directors, officers, employees or agents in violation hereof, (ii) the disclosed  information was rightfully known to the Recipient prior to the date of disclosure (other than pursuant to disclosure by the other Party pursuant to  other agreements in effect between the Parties), or (iii) the disclosed information was received by the Recipient on an unrestricted basis from a  source unrelated to any Party and not under a duty of confidentiality to the other Party.

ARTICLE X  GENERAL PROVISIONS

10.1. Taxes. Each Party shall be responsible for taxes that should be borne by it in accordance with applicable Law. If any Party pays any taxes that  should have been borne by the other Party in accordance with Law, such other Party shall reimburse such Party within seven (7) days after its  receipt of documentation evidencing such tax payment so incurred by such Party.

10.2. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial  advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the  party incurring such costs and expenses, whether or not the Closing shall have occurred.

10.3. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made  or received (i) on the date of delivery if delivered in person or by messenger service, (ii) on the date of confirmation of receipt of transmission by  facsimile (or, the first (1s t) Business Day following such receipt if (a) such

11

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) or (iii) on the date of confirmation of  receipt if delivered by an internationally recognized overnight courier service or registered or certified mail (or, the first (1s t) Business Day  following such receipt if (a) such date of confirmation is not a Business Day or (b) confirmation of receipt is given after 5:00 p.m., Beijing time) to  the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance  with this Section 10.3):

if to Licensor:

SINA Corporation  20/F Beijing Ideal International Plaza  No. 58 Northwest 4th Ring Road  Haidian District, Beijing, 100090  People's Republic of China  Facsimile: +86 10 8260 7166  Attention: Head of Legal Department (Xie Guomin)

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP  12th Floor East Tower, Twin Towers  B-12 Jianguomenwai Dajie  Beijing 100022  People's Republic of China  Facsimile: +86 10 6563 6001  Attention: Lee Edwards, Esq.

if to Licensee:

Beijing Yisheng Leju Information Services Co., Ltd.  c/o CRIC Holdings Limited  No. 383 Guangyan Road  Shanghai 200072  People's Republic of China  Facsimile: + 86 (21) 6086 7111  Attention: President

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom  42/F, Edinburgh Tower, The Landmark  12 Queen's Road Central, Hong Kong  Facsimile: +852 3740 4727  Attention: Jonathan B. Stone, Esq. and Z. Julie Gao, Esq.

10.4. Public Announcements. Other than (i) the filing with the SEC of the Form F-1, any amendments thereto and any other documents filed in  connection with the Form F-1,

12

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







including the filing of this Agreement or (ii) any communications with the relevant stock exchange or regulators in connection with the IPO, in each  case, as deemed necessary or desirable in the sole discretion of CRIC, neither party to this Agreement shall make, or cause to be made, any press  release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with  any news media without the prior written consent of the other party unless otherwise required by Law or applicable stock exchange regulation, and  the parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.

10.5. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all  other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of  the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination  that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this  Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions  contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

10.6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and  supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof and thereto (including the  Original Agreement).

10.7. Assignment. This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by  operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement  without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is  controlled by SINA Leju.

10.8. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, both Parties  or (b) by a waiver in accordance with Section 10.9.

10.9. Waiver. Either Party may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any  inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered by the other party pursuant  hereto or (c) waive compliance with any of the agreements of the other Party or conditions to such Party's obligations contained herein. Any such  extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. No waiver of any  representation, warranty, agreement, condition or obligation granted pursuant to this Section 10.9 or otherwise in accordance with this Agreement  shall be construed as a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition or obligation or any other  representation, warranty, agreement, condition or obligation. The failure of either party hereto to assert any of its rights hereunder shall not  constitute a waiver of any of such rights.

13

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







10.10. No Third Party Beneficiaries. Except for the provisions of Article VII relating to indemnified parties, this Agreement shall be binding upon  and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied  (including the provisions of Article VII relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable  right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this  Agreement.

10.11. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by,  and construed in accordance with, the laws of the People's Republic of China (without regard to its conflicts of laws rules that would mandate the  application of the laws of another jurisdiction).

10.12. Dispute Resolution. (a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity  thereof (each, a Dispute), shall to the extent possible be settled through friendly consultation among the Parties hereto. The claiming Party (the  Claimant) shall promptly notify the other Party (the Respondent) in a dated written notice that a Dispute has arisen and describe the nature of  the Dispute. Any Dispute which remains unresolved within sixty (60) days after the date of such written notice shall be submitted to the China  International Economic and Trade Arbitration Commission (the Commission) to be finally settled by arbitration in Beijing, PRC in accordance  with the Commission's then effective rules (the Rules) and this Section 10.12. The language of the arbitration shall be Mandarin Chinese.

(b) The arbitration tribunal shall consist of three (3) arbitrators. The Claimant shall appoint one (1) arbitrator, the Respondent shall appoint one (1)  arbitrator, and the two (2) arbitrators so appointed shall appoint a third arbitrator. If the Claimant and the Respondent fail to appoint one (1)  arbitrator, or the two (2) arbitrators appointed fail to appoint the third arbitrator within the time periods set by the then effective Rules, the relevant  appointment shall be made promptly by the Commission.

(c) Any award of the arbitration tribunal established pursuant to this Section 10.12 shall be final and binding upon the Parties, and enforceable in  any court of competent jurisdiction. The Parties shall use their best efforts to effect the prompt execution of any such award and shall render  whatever assistance as may be necessary to this end. The prevailing Party (as determined by the arbitrators) shall be entitled to reimbursement of  its costs and expenses, including reasonable attorney's fees, incurred in connection with the arbitration and any judicial enforcement, unless the  arbitrators determine that it would be manifestly unfair to honor this agreement of the Parties and determine a different allocation of costs.

(d) The foregoing provisions in this Section 10.12 shall not preclude any Party from seeking interim or conservatory remedies, including injunctive  relief, from any court having jurisdiction to grant such relief.

10.13. No Presumption. The Parties acknowledge that each has been represented by counsel in connection with this Agreement and the  transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed

14

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating  to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied  because this Agreement was prepared by or at the request of any Party or its counsel.

10.14. Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur if any of the provisions of this  Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated  in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which a party hereto may be entitled, at law or in  equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and  permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or  other undertaking.

10.15. Force Majeure. Neither Party shall be liable for failure to perform any of its obligations under this Agreement during any period in which  such Party cannot perform due to hacker attack, fire, flood or other natural disaster, war, embargo, riot or the intervention of any Governmental  Authority, provided, however, that the Party so delayed immediately notifies the other Party of such delay. In no event shall such nonperformance  by Licensee be excused due to any such event for longer than ninety (90) days.

10.16. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the  different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together  shall constitute one and the same agreement.

10.17. Termination of Original Agreement. Pursuant to the Mutual Termination Agreement set forth in Exhibit B attached hereto, the Original  Agreement shall be terminated as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not  become effective unless and until the Mutual Termination Agreement set forth in Exhibit B is executed.

[SIGNATURES ON NEXT PAGE]

15

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representatives on the date first set  forth above.

16

            Beijing SINA Internet Information Service Co., Ltd.

   By:/s/ Charles Chao

    Name:        Title:           Beijing Yisheng Leju Information Services Co., Ltd.

   By:/s/ Fei Cao

    Name:        Title:

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







EXHIBIT A

LICENSED DOMAIN NAMES

house.sina.com.cn

jiaju.sina.com.cn

construction.sina.com.cn

17



Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







EXHIBIT B

MUTUAL TERMINATION AGREEMENT

THIS MUTUAL TERMINATION AGREEMENT (Termination Agreement) is made and entered into this   day of  , 2009, by and between Beijing  SINA Internet Information Service Co. (Beijing SINA) and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju).

WITNESSETH:

WHEREAS, Beijing SINA and SINA Leju entered into that certain Domain Name License Agreement dated May 8, 2008 (the Original  Agreement); and

WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement effective as of the date of this Termination  Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration,  receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

1. Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination Agreement, the Agreement shall terminate and be of no  further force or effect, and, for the avoidance of doubt, no provisions of the Original Agreement survive such termination.

2. This Termination Agreement represents the complete, integrated, and entire agreement between the parties, and may not be modified except in  writing signed by the parties.

3. This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.

4. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together  will constitute one and the same instrument.

5. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[SIGNATURES ON NEXT PAGE]

18

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009







IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first set forth above.

19

            Beijing SINA Internet Information Service Co., Ltd.

   By:

    Name:        Title:         Shanghai SINA Leju Information Technology Co. Ltd.

   By:

    Name:        Title:

Source: CHINA REAL ESTATE INFORMATION CORP, F-1, 9/29/2009 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

SOLUTION: Except as expressly permitted under the Trademark License Agreement, Licensee shall not knowingly (a) use the Licensed  Domain Names in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor or Licensor's business or reputation, (b) in  any jurisdiction, register or attempt to register any domain names that consist of, in whole or in part, or are confusingly similar to, the term "SINA",  (c) contest, challenge or otherwise make any claim or take any action adverse to Licensor's interest in the Licensed Domain Names, (d) register any  trademarks, trade names or company names that consist of, in whole or in part, or are confusingly similar to the term "SINA" in the name of  Licensee or of any of its Affiliates, or (e) use the Licensed Content and other Content for any unlawful purpose, including but not limited to  displaying or distributing any pornographic, obscene or sexually explicit material, materials of a violent nature, or politically sensitive materials.

PROBLEM: EXHIBIT (J)(4)

                  UNCONDITIONAL CAPITAL MAINTENANCE AGREEMENT                                     BETWEEN                       AMERICAN INTERNATIONAL GROUP, INC.                                       AND               AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE

This Unconditional Capital Maintenance Agreement (this Agreement), is made, entered into and effective as of March 30, 2011, by and between American International Group, Inc., a corporation organized under the laws of the State of Delaware (AIG), and American General Life Insurance Company of Delaware, a corporation organized under the laws of the Delaware (the Company).

                                  WITNESSETH:

   WHEREAS, the Company is a life insurer subject to certain capital requirements of the insurance laws and regulations of Delaware (the Domiciliary State);

   WHEREAS, the Company is an indirect wholly owned subsidiary of AIG; and

   WHEREAS, AIG has an interest in unconditionally maintaining and enhancing the Company's financial condition:

   NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

    1. In the event that the Company's Total Adjusted Capital for each of the        Company's first and third fiscal quarters (as determined based on the        Company's first and third fiscal quarterly filed statutory financial        statements, respectively, subject to any adjustments or modifications        thereto required by the Domiciliary State's insurance department or the        Company's independent auditors) falls below the Specified Minimum        Percentage of the Company's projected Company Action Level RBC (in each        case as estimated by the Company as of the end of each such first and        third fiscal quarters, as the case may be), AIG shall, within the        respective time periods set forth under paragraph 4, in accordance with        paragraph 5 and in compliance with applicable law, provide to the        Company cash, cash equivalents, securities or other instruments that        qualify (as admitted assets) for purposes of calculating the Company's        Total Adjusted Capital, as a contribution and not as a loan, in an        amount such that the Company's Total Adjusted Capital as of the end of        each of the

       Company's second and fourth fiscal quarter, as the case may be, will be        projected to be at least equal to the Specified Minimum Percentage of        the Company's Company Action Level RBC. Notwithstanding the foregoing,        AIG may, at any time as it deems necessary in its sole discretion and in        compliance with applicable law, make a contribution to the Company in        such amount as is required for the Company's Total Adjusted Capital to        equal a percentage of its Company Action Level RBC determined to be        appropriate by the Company and AIG.

    2. In the event that the Company's Total Adjusted Capital (a) for each of        the Company's first, second and third fiscal quarters (as determined        based on the Company's first, second and third fiscal quarterly filed        statutory financial statements, respectively, subject to any adjustments        or modifications thereto required by the Domiciliary State's insurance        department or the Company's independent auditors) is in excess of the        Specified Minimum Percentage of the Company's projected Company Action        Level RBC (in each case as estimated by the Company as of the end of        each such first, second and third fiscal quarters, as the case may be)        or (b) as of each fiscal year end (as shown in the Company's fiscal        year-end filed statutory financial statements, together with any        adjustments or modifications thereto required by the Domiciliary State's        insurance department or the Company's independent auditors) is in excess        of the Specified Minimum Percentage of the Company's Company Action        Level RBC (as shown in such fiscal year-end statutory financial        statements), the Company shall, within the respective time periods set        forth under paragraph 4, in accordance with paragraph 5 and subject to        approval by the Company's board of directors as required by the laws of        the Domiciliary State, declare and pay dividends ratably to its equity        holders in an aggregate amount equal to the lesser of (i) the amount        necessary to reduce the Company's projected or actual Total Adjusted        Capital as of each of the end of the Company's fiscal quarter or fiscal        year, as the case may be, to a level equal to or not materially greater        than the Specified Minimum Percentage of the Company's Company Action        Level RBC or (ii) the maximum amount permitted by the Domiciliary        State's law to be paid as an ordinary dividend less an amount that the        Company and AIG agree is appropriate to protect the Company from        exceeding such maximum amount allowed by such Domiciliary State's law as        a result of potential audit adjustments or adjustments to the        projections on which such dividend amount is based. For the avoidance of        doubt, this paragraph shall only require the Company to pay ordinary        dividends; under no circumstances shall the Company be required to pay        any dividend which would trigger the

       extraordinary dividend provisions of Section 18 (S) 5005 (B) of the





       Insurance Law of the Domiciliary State or that is otherwise prohibited        by the Domiciliary State. Notwithstanding the foregoing, this Agreement        does not prohibit the payment of extraordinary dividends to reduce the        Company's projected or actual Total Adjusted Capital to a level equal to        or not materially greater than the Specified Minimum Percentage of the        Company's Company Action Level RBC.

    3. For the avoidance of doubt, the terms Total Adjusted Capital, Company        Action Level RBC, and Surplus to Policyholders shall have the        meanings ascribed thereto under the insurance laws and regulations of        the Domiciliary State, or, with respect to Total Adjusted Capital and        Company Action Level RBC, if not defined therein, shall have the        meanings ascribed thereto in the risk-based capital (RBC) instructions        promulgated by the National Association of Insurance Commissioners        (NAIC). The term Specified Minimum Percentage shall be equal to the        percentage set forth on Schedule 1 attached hereto, which shall be        agreed to by AIG and the Company at least once every year beginning upon        the date of the filing of the Company's 2010 Annual Statement with the        Domiciliary State's insurance department and following review against        the capital adequacy standards and criteria (Agency Criteria) of each        of Standard & Poor's Corp. (S&P), Moody's Investors Service        (Moody's) and A.M. Best Company (A.M. Best). Notwithstanding the        obligation of the Company and AIG to review the Specified Minimum        Percentage on an annual basis, the parties hereto agree to review and        revise the Specified Minimum Percentage on a more frequent basis, if the        parties agree it is appropriate, to take into account (a) any material        changes after the date hereof to any Agency Criteria adopted by any of        S&P, Moody's or A.M. Best, on the one hand, or to the law of the        Domiciliary State or NAIC RBC rules or instructions, on the other hand,        which causes the results under the Agency Criteria to diverge from that        under the law of the Domiciliary State or NAIC RBC rules or        instructions, (b) the Company completes a material transaction that is        treated materially differently by the Agency Criteria, on the one hand,        and the NAIC RBC rules or instructions, on the other hand, or (c) any        other material development or circumstance affecting the Company which        AIG and the Company agree merits a reevaluation of the Specified Minimum        Percentage then in effect.

    4. The Company and AIG agree that any contribution to be made under        paragraph 1 will take place within the following two time periods per        year, as applicable: (a) during the time beginning on the first business        day after the filing of the Company's first fiscal

                                      3

       quarterly statutory financial statements and ending on the last business        day prior to the end of the Company's second fiscal quarter; and        (b) during the time beginning on the first business day after the filing        of the Company's third fiscal quarterly statutory financial statements        and ending on the last business day prior to the end of the Company's        fourth fiscal quarter. Notwithstanding the foregoing, in compliance with        applicable law, any capital contribution provided for under paragraph 1        may be made by AIG after the close of any fiscal quarter or fiscal year        of the Company but prior to the filing by the Company of its statutory        financial statements for such fiscal quarter or fiscal year,        respectively, and contributions of this nature shall be recognized as        capital contributions receivable as of the balance sheet date of the yet        to be filed quarterly or annual financial statement (as the case may        be), pursuant to paragraph 8 of Statement of Statutory Accounting        Principles No. 72, to the extent approved by the Domiciliary State. The        Company and AIG further agree that any dividends to be made under        paragraph 2 will take place as soon as practicable after the filing by        the Company of the relevant fiscal quarter-end or fiscal year-end        statutory financial statements or such earlier time as may be agreed by        the Company and AIG.

    5. At the time that any contribution is due under paragraph 4, AIG agrees        that it will either (a) make such contribution to the Company's direct        parent and cause such direct parent to then contribute such funds,        securities or instruments so contributed by AIG to the Company, or        (b) make such contribution directly to the Company without receiving any        capital stock or other ownership interest in exchange therefor, subject        in either case to any required regulatory approvals. At any time any        dividends are due under paragraph 4, the Company agrees that it will        make such dividend to the Company's direct parent and will use its best        efforts to cause such direct parent to then dividend or otherwise        provide such funds to AIG. All contributions and dividends contemplated        under this Agreement shall be approved, declared and made, as        applicable, in compliance with applicable law, including, without        limitation, approval by the board of directors of each applicable entity        (including the Company) and any prior notice requirements specified        under applicable rules and regulations of the Domiciliary State.

    6. Subject to the requirements of applicable law and the approval, to the        extent required, by any or all of the Company's senior management,        relevant management committees, board of directors, and of any insurance        regulator, the Company hereby acknowledges that, in a manner consistent        with past practice and

       any other reasonable requirements of AIG, it will comply with all        financial and budgetary planning, risk mitigation, derisking or pricing,        corporate governance, investment, informational and procedural





       requirements set forth by AIG.

    7. AIG hereby waives any failure or delay on the part of the Company in        asserting or enforcing any of its rights or in making any claims or        demands hereunder.

    8. Unless earlier terminated in accordance with this paragraph 8, this        Agreement shall continue indefinitely. AIG shall have the absolute right        to terminate this Agreement upon thirty (30) days' prior written notice        to the Company, which notice shall state the effective date of        termination (the Termination Date); PROVIDED, HOWEVER, that AIG agrees        not to terminate this Agreement unless (a) AIG significantly modifies        the corporate structure or ownership of the Company, or (b) AIG sells        the Company to an acquirer (i) having a rating from at least one of S&P,        Moody's, A.M. Best or a substitute agency, which is a nationally        recognized statistical rating organization, that is at least equal to        the lower of (x) AIG's then-current rating from such agency or (y) the        Company's then-current rating as supported by this Agreement from such        agency; or (ii) such that, immediately on the effective date of the sale        by AIG of the Company, the Company's capitalization is consistent with        the minimum capital adequacy standards and criteria of at least one of        S&P, Moody's, A.M. Best or a substitute agency, which is a nationally        recognized statistical rating organization, for a rating that is equal        to or better than the Company's then-current rating on the date        immediately preceding such sale. To the extent not terminated previously        by AIG pursuant to the foregoing, this Agreement will terminate        automatically one year after the closing of any sale of the Company by        AIG, and all provisions hereof will be of no further force and effect.        For the avoidance of doubt, the termination of this Agreement pursuant        to this paragraph 8 shall not relieve either party of any obligation it        may owe to the other party hereunder that existed prior to, and remains        outstanding as of, the Termination Date.

    9. Any policyholder holding a policy issued by the Company prior to the        termination of this Agreement shall have the right to demand that the        Company enforce the Company's rights under paragraphs 1, 4 and 5 of this        Agreement, and, if the Company fails or refuses to take timely action to        enforce such rights or the Company defaults in any claim or other        payment owed to any such policyholder when due, such policyholder may        proceed directly against AIG to enforce the Company's rights under        paragraphs 1, 4 and 5 of this

                                      5

       Agreement; PROVIDED, HOWEVER, that no policyholder of the Company may        take any action authorized under this paragraph 9 unless and until        (a) such policyholder has given AIG written notice of its intent to        enforce the terms of this Agreement as provided in this paragraph 9,        which notice shall specify in reasonable detail the nature of and basis        for the policyholder's complaint and (b) AIG has failed to comply with        this Agreement within sixty (60) days after such notice is given; and,        PROVIDED, FURTHER, that upon termination of this Agreement in accordance        with paragraph 8 hereof, the rights of any policyholder as provided for        under this paragraph 9 shall terminate effective as of the Termination        Date, except with respect to the obligation of AIG (if any) to make        capital contributions to the Company pursuant to paragraphs 1, 4 and 5        of this Agreement solely to the extent such obligation arose prior to,        and remained unsatisfied as of, the Termination Date (it being        understood that upon AIG's satisfaction of all such obligations after        the Termination Date, no such policyholder shall have any rights against        the Company or AIG, as the case may be, under this paragraph 9).

    10.This Agreement is not, and nothing herein contained and nothing done        pursuant hereto by AIG shall constitute or be construed or deemed to        constitute, an evidence of indebtedness or an obligation or liability of        AIG as guarantor, endorser, surety or otherwise in respect of any        obligation, indebtedness or liability, of any kind whatsoever, of the        Company. This Agreement does not provide, and is not intended to be        construed or deemed to provide, any policyholder of the Company with        recourse to or against any of the assets of AIG.

    11.Any notice, instruction, request, consent, demand or other communication        required or contemplated by this Agreement shall be in writing, shall be        given or made or communicated by United States first class mail,        addressed as follows:

       If to AIG:

          American International Group, Inc.           180 Maiden Lane           New York, New York 10038           Attention: Secretary

       If to the Company:

          American General Life Insurance Company of Delaware           c/o SunAmerica Financial Group, Inc.           2727-A Allen Parkway

          Houston, Texas 77019           Attention: Chief Financial Officer





       with a copy (which shall not constitute notice) to:

          American General Life Insurance Company of Delaware           c/o SunAmerica Financial Group, Inc.           1999 Avenue of the Stars           Los Angeles, CA 90067           Attention: General Counsel

    12.On April 24, 2011, this Agreement shall supersede and replace that        certain letter agreement, dated December 13, 1991, by and between AIG        and the Company regarding capital maintenance without the need for any        action.

    13.The covenants, representations, warranties and agreements herein set        forth shall be mutually binding upon and inure to the mutual benefit of        AIG and its successors and the Company and its successors.

    14.This Agreement shall be governed by and construed in accordance with the        laws of New York, without giving effect to the principles of conflict of        laws.

    15.If any provision of this Agreement shall be declared null, void or        unenforceable in whole or in part by any court, arbitrator or        governmental agency, said provision shall survive to the extent it is        not so declared and all the other provisions of this Agreement shall        remain in full force and effect unless, in each case, such declaration        shall serve to deprive any of the parties hereto of the fundamental        benefits of or rights under this Agreement.

    16.This Agreement constitutes the entire agreement between the parties        hereto with respect to the subject matter hereof and supersedes all        prior and contemporaneous agreements, understandings, negotiations and        discussion, whether oral or written, of the parties. This Agreement may        be amended at any time by written agreement or instrument signed by the        parties hereto.

    17.This Agreement may be signed by the parties in one or more counterparts        which together shall constitute one and the same agreement among the        parties.

                           [signature page follows]

                                      7

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

AMERICAN INTERNATIONAL GROUP, INC.

By:  /S/ BRIAN T. SCHREIBER      --------------------------      Name: Brian T. Schreiber      Title: Executive Vice      President

By:  /S/ ROBERT A. GENDER      --------------------------      Name: Robert A. Gender      Title: Senior Vice      President and Treasurer

AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE

By:  /S/ DON W. CUMMINGS      --------------------------      Name: Don W. Cummings      Title: Senior Vice      President and Chief      Financial Officer

                                  SCHEDULE 1

The Specified Minimum Percentage shall initially equal 350% of the Company's Company Action Level RBC. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

SOLUTION:
This Agreement does not provide, and is not intended to be        construed or deemed to provide, any policyholder of the Company with        recourse to or against any of the assets of AIG.