SHANDA INTERACTIVE ENTERTAINMENT LTD - SNDA Annual and Transition Report (foreign private issuer) (20-F) EXHIBIT 4.23

About EDGAR Online

The following is an excerpt from a 20-F SEC Filing, filed by SHANDA INTERACTIVE ENTERTAINMENT LTD on 5/31/2005.

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SHANDA INTERACTIVE ENTERTAINMENT LTD - 20-F - 20050531 - EXHIBIT_4

EXHIBIT 4.23

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THE SIGN

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

(1) SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a corporation organized and existing under the laws of the People's Republic of China (the "PRC") and having its registered address at Room 638-7, Building 2, No. 351 Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai, the PRC ("Shengqu" or "Licensor");

(2) SHANGHAI SHANDA NETWORKING CO., LTD., a corporation organized and existing under the laws of the PRC and having its registered address at Room 402-B, No. 727 Zhangjjiang Road, Pudong New Area, Shanghai, the PRC ("Shanda Networking");

(3) NANJING SHANDA NETWORKING CO., LTD., a corporation organized and existing under the laws of the PRC and having its registered address at Room 801, 18 F International Garden Apartment, High-technology Area, Nanjing, the PRC ("Nanjing Shanda "); and

(4) HANGZHOU BIANFENG NETWORKING CO., LTD., a corporation organized and existing under the laws of the PRC and having its registered address at Floor 18, 160 Tianmushan Road, Hangzhou, Zhejiang, the PRC ("Bianfeng").

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shengqu and Shanda Networking had entered into a online game software distribution and license agreement on June 1, 2004 and Shengqu granted the Shanda Networking from June 1, 2004 to

May 31, 2005 (i) a license to distribute and sell an online game known as the Game (as defined in clause 1.4) in specific districts (the "Territory", as defined in clause 1.6) and (ii) a right to manage and operate servers for the Game, to provide technical support to users of the Game, to bill users, and to provide marketing services, each in the Territory (the "Services"); and

WHEREAS, Shanda Networking desires to sublicense and distribute the Game to Nanjing Shanda and Bianfeng from January 1, 2005 to May 31, 2005. Shengqu agrees to the sublicense and distribution and Nanjing Shanda and Bianfeng desires to gain the sublicense and distribution.

WHEREAS, Shengqu desires to license and distribute the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions from June 1, 2005 to December 31, 2005.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following. This Agreement will replace the online game software distribution and license agreement between Shanda Networking and Shengqu dated on June 1, 2004.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Sign.

reproduce, distribute copies of, modify, perform and display the copyrighted work and all derivative works thereof), moral rights (including without limitation any right to identification of authorship and any limitation on subsequent modification) and mask-works; (b) rights in and relating to the protection of trademarks, service marks, trade names, goodwill, rights of publicity, merchandising rights, advertising rights and similar rights; (c) rights in and relating to the protection of trade secrets and confidential information; (d) patents, designs, algorithms and other industrial property rights and rights associated therewith; (e) other intellectual and industrial property and proprietary rights (of every kind and nature throughout the universe and however designated) relating to intangible property that are analogous to any of the foregoing rights (including without limitation logos, rental rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe (including without limitation rights in any of the foregoing); and (g) rights in and relating to the sole and exclusive possession, ownership and use of any of the foregoing throughout the universe, including without limitation, the right to license and sublicense, assign, pledge, mortgage, sell, transfer, convey, grant, gift over, divide, partition and use (or not use) in any way any of the foregoing now or hereafter (including without limitation any claims and causes of action of any kind with respect to, and any other rights relating to the enforcement of, any of the foregoing).

1.6 "Territory" shall include East China, North-east China, North China, North-west China, South-west China, and Central-south China. East China include Shanghai, Jiangsu province, Zhejiang province, Anhui province, Fujian province, Jiangxi province and Shandong province; North-east China include Liangning province, Jilin province and Heilongjiang province; North China include Beijing, Tianjin, Hebei province, Shanxi province and Inner Mongolia autonomous region; North-west China include Shanxi province, Gansu province, Qinghai province, Ningxia autonomous region and Xinjiang autonomous region; South-west China include Chongqin, Sichuan province, Guizhou Province, Yunnan province and Xizhang autonomous region. Central-south China include Henan province, Hubei province, Guangdong province, Guangxi autonomous region and Hainan province.

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall reserve an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shanda Networking grants Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shanda Networking grants Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

2.2 The Licensees shall, during the term of this Agreement, diligently and faithfully provide the Services, distribution and sell the Game and its peripheral products in the Territory and shall use its best endeavors to maintain the goodwill of Shengqu in the Territory. The Licensees shall leave in position and not cover or erase any notices or other marks (including, without limitation, details of patents or notices that a trademark design or copyright relating to the Game is owned by Shengqu or a third party) which Shengqu may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Shengqu expressly covenants and warrants that it has good title or authorization to the Game, Client Software, Server Software and the right to license their use to the Licensees free of any proprietary rights of any other party or any other encumbrance whatsoever.

3.2 Shengqu acknowledges that ownership rights in all data and data files (including, but not limited to, user data, data recorded and stored in the game database, connection log, billing log, chatting log and other related data) which are generated by the servers during operation of the Game within the Territory, and the contents of related documentation, and Intellectual Property Rights therein or associated therewith, will remain with The Licensees, who will have the exclusive right to protect the same.

3.3 The Licensees agree to report to Shengqu any known infringements, illegal uses or misuses of the Intellectual Property Rights of Shengqu in connection with the Game in its original and/or localized form and any part thereof, the game engine, the Client Software, the Server Software, and the contents of related documentation in the Territory. The Licensees agrees to assist Shengqu in enforcing or obtaining protection of such items and acknowledges that Shengqu shall have the sole right to bring a legal action or suit for infringement thereof. Such assistance shall be at Shengqu's expense unless the matter to which such assistance applies arises out of or from or is related in any way to the breach by the Licensees of any term or condition of this Agreement or by the Licensees' willful misconduct, in which case such assistance shall be at the Licensees' expense.

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shengqu to Shanda Networking from January 1, 2005 to May 31, 2005, and Shanda Networking had paid to Shengqu the initial fees of RMB 5,000,000, now (i) Nanjing Shanda should pay to Shanda Networking the sublicense fees of RMB 1,460,000, and
(ii) Bianfeng should pay to Shanda Networking the sublicense fees of RMB 210,000

4.2 Shengqu shall grant the Licensees the license and distribution right in the Territory from June 1,2005 to December 31, 2005, the Licensees will pay the initials in this period: (i) Shanda Networking should pay to Shengqu RMB 580,000; (ii) Nanjing Shanda should pay to Shengqu RMB 2,030,000; and (iii) Bianfeng should pay to Shengqu RMB 290,000.

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 26 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

The term of this Agreement shall be for a period from January 1, 2005 to December 31, 2005.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

7.1 All of the Licensees's rights with respect to the Game, in its original and/or localized form and any part

thereof, the game engine, the Client Software, the Server Software, the tools, and the codes will automatically and immediately terminate, and The Licensees shall immediately cease to use the Game in its original and/or localized form and any part thereof, the game engine, the Client Software, the Server Software, the tools, and the codes, and shall destroy or return (at Shengqu's option) any materials representing the same to Shengqu, along with a written confirmation of destruction or return, signed by an officer of The Licensees.

7.2 Any termination of this Agreement shall not affect any rights and obligations accrued as of the date of the termination. For the avoidance of doubt, any monthly royalty payment accrued prior to the termination shall be payable notwithstanding the termination and the payment shall be governed to the same extent by the terms of monthly royalty payment under this Agreement.

8. DEFAULT

8.1 For the purposes of this Agreement, a party shall be in default if (i) it materially breaches a term of this Agreement causing serious harm to the goodwill and advantages of the other party, and such breach continues for a period of sixty (60) days after the party committing the breach has been notified of the breach, or (ii) it become insolvent.

8.2 Upon occurrence of an event of default as described in the clause 8.1, the party not in default may immediately terminate this Agreement by giving written notice to the party in default. The rights and remedies provided to the parties in this Clause shall not be exclusive and are in addition to any other rights and remedies provided by this Agreement or at law or in equity.

9. INDEMNIFICATION

9.1 The Licensees shall indemnify, defend and hold Shengqu and its affiliates, directors, officers, employees, shareholders, and agents harmless from and against any and all claims, losses, liabilities, costs and expenses arising out of any third-party claim relating to:

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2 Shengqu shall indemnify, defend and hold The Licensees and its affiliates, directors, officers, employees, shareholders, and agents harmless from and against any and all claims, losses, liabilities, costs and expenses arising out of any third-party claim relating to:

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By:___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By:___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By:___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By:___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.24

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

WOOOL

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, The Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shengqu desires to grant the Licensees (i) a license to distribute and sell an online game known as the Game (as defined in clause 1.4) in specified districts (the "Territory", as defined in clause 1.6) and (ii) a

right to manage and operate servers for the Game, to provide technical support to users of the Game, to bill users, and to provide marketing services, each in the Territory (the "Services"); and

WHEREAS, The Licensees desire to distribute and sell the Game and to provide the Services within the Territory, all in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as follows:

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Woool.

1.5 "Intellectual Property" shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (a) rights associated with works of authorship throughout the universe, including, but not limited to, copyrights (including without limitation, the sole and exclusive right to prepare "derivative works of the copyrighted work and to copy, manufacture, reproduce, distribute copies of, modify, perform and display the copyrighted work and all derivative works thereof), moral rights (including without limitation any right to identification of authorship and any limitation on subsequent modification) and mask-works; (b) rights in and relating to the protection of trademarks, service marks, trade names, goodwill, rights of publicity, merchandising rights, advertising rights and similar rights; (c) rights in and relating to the protection of trade secrets and confidential information; (d) patents, designs, algorithms and other industrial property rights and rights associated therewith; (e) other intellectual and industrial property and proprietary rights (of every kind and nature throughout the universe and however designated) relating to intangible property that are analogous to any

of the foregoing rights (including without limitation logos, rental rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe (including without limitation rights in any of the foregoing); and (g) rights in and relating to the sole and exclusive possession, ownership and use of any of the foregoing throughout the universe, including without limitation, the right to license and sublicense, assign, pledge, mortgage, sell, transfer, convey, grant, gift over, divide, partition and use (or not use) in any way any of the foregoing now or hereafter (including without limitation any claims and causes of action of any kind with respect to, and any other rights relating to the enforcement of, any of the foregoing).

2. DISTRIBUTION LICENSE

2.1 Shengqu grants Shanda Networking an exclusive license to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu grants Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu grants Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

2.2 The Licensees shall, during the term of this Agreement, diligently and faithfully provide the Services, distribute and sell the Game and its peripheral products in the Territory and shall use its best endeavors to maintain the goodwill of Shengqu in the Territory. The Licensees shall leave in position and not cover or erase any notices or other marks (including, without limitation, details of patents or notices that a trademark design or copyright relating to the Game is owned by Shengqu or a third party) which Shengqu

may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shengqu to the Licensees under this Agreement individually, the Licensees shall pay Shengqu initial fees as below:

4.1.1 Shanda Networking should pay the initial fees of RMB 6,000,000;

4.1.2 Nanjing Shanda should pay the initial fees of RMB 21,000,000;

4.1.3 Bianfeng should pay the initial fees of RMB 3,000,000;

The total amount of initial fees paid by Licensees is RMB 30,000,000. The Licensees should individually pay (i) the 30% of the initial fees within the fifteen (15) Business Days upon the execution of this Agreement; (ii) pay the 50% of the initial fees before the March 31, 2005; and (iii) pay the 20% of the initial fees before June 30, 2005

4.2 Shengqu shall provide with The Licensees the receipt by the 15th day after The Licensees makes such payment.

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 26 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

The term of this Agreement shall be for a period from January 1, 2005 to December 31, 2005.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

its original and/or localized form and any part thereof, the game engine, the Client Software, the Server Software, the tools, and the codes, and shall destroy or return (at Shengqu's option) any materials representing the same to Shengqu, along with a written confirmation of destruction or return, signed by an officer of The Licensees.

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.25

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

D.O.

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shengqu and Cr-Space Co., Ltd ("Cr-Space") had entered into a internet game license agreement on March 10, 2004 (the "Original Agreement"). Shengqu has the right to transfer the license

to Shanda Networking in this Original Agreement.

WHEREAS, Shengqu desires to license and distribute the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The D.O licensed by Cr-Space to Shengqu.

whether arising by operation of law, contract, license or otherwise; (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe (including without limitation rights in any of the foregoing); and (g) rights in and relating to the sole and exclusive possession, ownership and use of any of the foregoing throughout the universe, including without limitation, the right to license and sublicense, assign, pledge, mortgage, sell, transfer, convey, grant, gift over, divide, partition and use (or not use) in any way any of the foregoing now or hereafter (including without limitation any claims and causes of action of any kind with respect to, and any other rights relating to the enforcement of, any of the foregoing).

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Cr-Space to Shengqu, and Shengqu had paid to Cr-Space the initial fees of RMB 6,621,600, now
(i) Shanda Networking should pay to Shengqu the sublicense fees of RMB 1,361,600; (ii) Nanjing Shanda should pay to Shengqu the sublicense fees of RMB 4,600,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 660,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 25 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be three years upon the commercial launch of the Game. The sublicense had received the consent of Cr-Space in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

7.1 All of the Licensees's rights with respect to the Game, in its original and/or localized form and any part thereof, the game engine, the Client Software, the Server Software, the tools, and the codes will automatically and immediately terminate, and The Licensees shall immediately cease to use the Game in its original and/or localized form and any part thereof, the game engine, the Client Software, the Server Software, the tools, and the codes, and shall destroy or return (at Shengqu's option) any materials representing the same to Shengqu, along with a written confirmation of destruction or return, signed by an officer of The Licensees.

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.26

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

MAPLE STORY

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shengqu and Nexon Corporation ("Nexon") had entered into an internet game distribution and service agreement on April 21, 2004 (the "Original Agreement"). Shengqu has the right to transfer

the license to Shanda Networking in this Original Agreement.

WHEREAS, Shengqu desires to license and distribute the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Maple Story licensed by Nexon to Shengqu.

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Nexon to Shengqu, and Shengqu had paid to Nexon the initial fees of RMB 3,972,960, now (i) Shanda Networking should pay to Shengqu the sublicense fees of RMB 772,960; (ii) Nanjing Shanda should pay to Shengqu the sublicense fees of RMB 2,800,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 400,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 35 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be three years upon the commercial launch of the Game. The sublicense had received the consent of Nexon in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.27

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

LEGEND OF MIR II

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shanda Networking, Shanghai Pudong New Area Imp&Exp, Corp. and Actoz Soft Co., Ltd. ("Actoz") had entered into a software licensing agreement on June 29, 2001 and three parties had signed

the supplementary agreement on July 14, 2002 and amendment agreement on August 19, 2003 (the "Original Agreement"). Shanda Networking has the right to operate the Game in this Original Agreement.

WHEREAS, Shanda Networking desires to transfer the license to Shengqu, and Shengqu sublicense the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Mir II licensed by Actoz to Shanda Networking.

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shanda Networking to Shengqu, Shengqu shall pay to Shanda the initial fees of RMB 11,035,733.36.

4.2 Shengqu shall sublicense the rights to Shanda Networking, Nanjing Shanda and Bianfeng pursuant to the Section 2.1 of this Agreement. The payment of the initial fees will be as below: (i) Shanda Networking should pay to Shengqu the sublicense fees of RMB 2,211,733.36; (ii) Nanjing Shanda should pay to

Shengqu the sublicense fees of RMB 7,720,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 1,104,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 26 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be from January 1, 2005 to September 28, 2005. The sublicense had received the consent of Actoz and Wemade Entertainment Co., Ltd. in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ________________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: _______________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: _______________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ______________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.28

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

BNB

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shanda Networking, Shanghai Pudong New Area Imp&Exp, Corp. and Nexon Corporation ("Nexon") had entered into an internet game distribution and servicing agreement on September 28, 2002

(the "Original Agreement"). Shanda Networking has the right to operate the Game in this Original Agreement.

WHEREAS, Shanda Networking desires to transfer the license to Shengqu, and Shengqu sublicense the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The BNB licensed by Nexon to Shanda Networking.

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shanda Networking to Shengqu, Shengqu shall pay to Shanda the initial fees of RMB 1,308,701.02.

Shengqu the sublicense fees of RMB 920,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 130,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 35 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be from January 1, 2005 to January 27, 2006. The sublicense had received the consent of Nexon in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

7.2 Any termination of this Agreement shall not affect any rights and obligations accrued as of the date of the

termination. For the avoidance of doubt, any monthly royalty payment accrued prior to the termination shall be payable notwithstanding the termination and the payment shall be governed to the same extent by the terms of monthly royalty payment under this Agreement.

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.29

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

GETAMPED

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shanda Networking and CyberStep Inc. Corporation ("CyberStep") had entered into a software license agreement on February 21, 2003 (the "Original Agreement"). Shanda Networking has

the right to operate the Game in this Original Agreement.

WHEREAS, Shanda Networking desires to transfer the license to Shengqu, and Shengqu sublicense the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Getamped licensed by CyberStep to Shanda Networking.

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shanda Networking to Shengqu, Shengqu shall pay to Shanda the initial fees of RMB 958,222.16.

Shengqu the sublicense fees of RMB 198,222.16; (ii) Nanjing Shanda should pay to Shengqu the sublicense fees of RMB 670,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 90,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 25 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be from January 1, 2005 to January 27, 2006. The sublicense had received the consent of CyberStep in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

7.2 Any termination of this Agreement shall not affect any rights and obligations accrued as of the date of the

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.30

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

TACTICAL COMMANDERS

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE

DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shanda Networking and Nexon Corporation ("Nexon") had entered into a internet game distribution and servicing agreement on September 28, 2002 (the "Original Agreement"). Shanda

Networking has the right to operate the Game in this Original Agreement.

WHEREAS, Shanda Networking desires to transfer the license to Shengqu, and Shengqu sublicense the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Tactical Commanders licensed by Nexon to Shanda Networking.

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shanda Networking to Shengqu, Shengqu shall pay to Shanda the initial fees of RMB 552,640.08.

Shengqu the sublicense fees of RMB 390,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 55,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 27 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be from January 1, 2005 to July 27, 2005. The sublicense had received the consent of Nexon in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

7.2 Any termination of this Agreement shall not affect any rights and obligations accrued as of the date of the

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.31

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

FORTRESS

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE

DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shanda Networking and Game Venture Inc. ("Game Venture") had entered into a software

licensing agreement on July 28, 2002 (the "Original Agreement"). Shanda Networking has the right to operate the Game in this Original Agreement.

WHEREAS, Shanda Networking desires to transfer the license to Shengqu, and Shengqu sublicense the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Fortress licensed by Game Venture to Shanda Networking.

throughout the universe and however designated) relating to intangible property that are analogous to any of the foregoing rights (including without limitation logos, rental rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe (including without limitation rights in any of the foregoing); and (g) rights in and relating to the sole and exclusive possession, ownership and use of any of the foregoing throughout the universe, including without limitation, the right to license and sublicense, assign, pledge, mortgage, sell, transfer, convey, grant, gift over, divide, partition and use (or not use) in any way any of the foregoing now or hereafter (including without limitation any claims and causes of action of any kind with respect to, and any other rights relating to the enforcement of, any of the foregoing).

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

trademark design or copyright relating to the Game is owned by Shengqu or a third party) which Shengqu may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shanda Networking to Shengqu, Shengqu shall pay to Shanda the initial fees of RMB 620,250.

should pay to Shengqu the sublicense fees of RMB 120,250; (ii) Nanjing Shanda should pay to Shengqu the sublicense fees of RMB 440,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 60,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu 25 % of the revenues received in connection with operating the Game.

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be from January 1, 2005 to July 27, 2005. The sublicense had received the consent of Game Venture in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.32

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

BUZZER BEATER

DECEMBER 28, 2004

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

SHANGHAI SHANDA NETWORKING CO., LTD.

NANJING SHANDA NETWORKING CO., LTD.

HANGZHOU BIANFENG NETWORKING CO., LTD.

ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of December 28, 2004 ("Effective Date") by and among:

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and Bianfeng shall be referred to collectively as the "Licensees".

RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and selling online games;

WHEREAS, Shanda Networking and Creative Entertainment Co., Ltd. ("Creative Entertainment") had entered into a internet game distribution and servicing agreement on October 30, 2002 (the "Original

Agreement"). Shanda Networking has the right to operate the Game in this Original Agreement.

WHEREAS, Shanda Networking desires to transfer the license to Shengqu, and Shengqu sublicense the Game to Shanda Networking, Nanjing Shanda and Bianfeng in specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration received and to be received pursuant to this Agreement, the parties agree as following.

1. DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set forth below:

1.1 "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday in the PRC.

1.2 "Client Software" shall mean software sold, provided or distributed to the users and therefore, to be loaded onto the user's personal computer.

1.3 "Server Software" shall mean system software and a proprietary database (including the content and records located in such database) located on servers connected to the Internet.

1.4 "Game" shall mean an online game known as The Buzzer Beater licensed by Creative Entertainment to Shanda Networking.

2. DISTRIBUTION LICENSE

2.1 Shanda Networking shall have an exclusive right to distribute and sell the Game and its peripheral products in North China, North-west China and South-west China;

Shengqu shall grant Nanjing Shanda an exclusive license to distribute and sell the Game and its peripheral products in Central-south China and East China;

Shengqu shall grant Bianfeng an exclusive license to distribute and sell the Game and its peripheral products in North-east China.

may place or affix to the Game.

2.3 During the term of this Agreement, the Licensees shall not sell, sublicense, export or assist in or be a party to the export of the Game outside the Territory.

3. INTELLECTUAL PROPERTY RIGHTS

4. INITIAL PAYMENT

4.1 In consideration of the rights have been granted by Shanda Networking to Shengqu, Shengqu shall pay to Shanda the initial fees of RMB 830,000.02.

Shengqu the sublicense fees of RMB 580,000; and (iii) Bianfeng should pay to Shengqu the sublicense fees of RMB 80,000

5. MONTHLY ROYALTY PAYMENTS

The Licensees shall make monthly royalty payments to Shengqu as following:

5.1 The Licensees shall pay to Shengqu the revenues received in connection with operating the Game according to the following conditions are satisfied:

5.1.1 If the amount of concurrent online user is less than 50,000, the Licensees shall pay to Shengqu 21% of the revenues;

5.1.2 If the amount of concurrent online user is less than 100,000 but more than 50,000, the Licensees shall pay to Shengqu 20% of the revenues;

5.1.3 If the amount of concurrent online user is more than 100,000, the Licensees shall pay to Shengqu 18% of the revenues;

5.2 The Licensees shall provide an income statement for each month to Shengqu for its review and confirmation by the 10th day of the following month.

5.3 The Licensees shall pay to Shengqu the monthly royalty payment for each month by the 30th day of the month after the month in which Shengqu confirms the income statement under Clause 5.2.

5.4 Shengqu shall provide The Licensees the receipt for a monthly royalty payment by the 15th day after the Licensees makes such monthly royalty payment.

6. TERM

This Agreement shall be executed on January 1, 2005 and the term shall be from January 1, 2005 to October 29, 2005. The sublicense had received the consent of Creative Entertainment in written.

7. RIGHTS ON TERMINATION

Upon termination of this Agreement:

7.1 All of the Licensees's rights with respect to the Game, in its original and/or localized form and any part

8. DEFAULT

9. INDEMNIFICATION

9.1.1 Any violation by The Licensees of any of the provisions of this Agreement; and

9.1.2 Any gross misconduct or intentional acts or omissions on the part of The Licensees or its employees or agents.

9.2.1 Any violation by Shengqu of any of the provisions of this Agreement; and

9.2.2 Any gross misconduct or intentional acts or omissions on the part of Shengqu or its employees or agents.

9.3 Indemnification procedure shall be as following:

9.3.1 A party seeking indemnification (the "Indemnified Party") will promptly notify the other party (the "Indemnifying Party") in writing of any claim for indemnification.

9.3.2 The Indemnifying Party will, if requested by the Indemnified Party, give assistance to the Indemnified Party in defense of any claim.

9.3.3 The Indemnified Party will have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, Shengqu and the Licensees have each caused this Agreement to be executed and delivered by a duly authorized representative, officer or agent, effective as of the Effective Date.

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Chief Executive Officer

SHANGHAI SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Chen Danian
Title: Senior Vice President

NANJING SHANDA NETWORKING CO., LTD.

By: ___________________________
Name: Tang Jun
Title: President

HANGZHOU BIANFENG NETWORKING CO., LTD.

By: ___________________________
Name: Wang Jingying
Title: Vice President

EXHIBIT 4.33

AMENDMENT

BETWEEN

SHANGHAI SHANDA NETWORKING CO., LTD.

AND

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

AMENDMENT TO BILLING TECHNOLOGY LICENSE AGREEMENT

THIS AMENDMENT TO BILLING TECHNOLOGY LICENSE AGREEMENT ("Amendment") is made as of December 28, 2004, in Shanghai, P.R.C., by and between Shanghai Shanda Networking Co., Ltd. ("Shanda Networking"), a domestic company organized and existing under the laws of the People's Republic of China (the "PRC"), and Shengqu Information Technology Co., Ltd. ("Shengqu"), a wholly foreign-owned company organized and existing under the laws of the PRC.

WHEREAS,

A. Shanda Networking and Shengqu ("Parties") are parties to that certain BILLING TECHNOLOGY LICENSE AGREEMENT dated as of December 9, 2003 (the "Agreement").

B. The Parties agree to modify the standard monthly fee and licensed region.

NOW, THEREFORE, in consideration of the applicable conditions, the Parties agree to amend the Agreement as follows.

1. Section 3.1 of the Agreement is amended so that it reads in its entirety as follows:

3. In consideration of the payment of license fee by Shanda Networking and the covenants made by Shanda Networking under this Agreement, Shengqu hereby grants a non-exclusive license to Shanda Networking, to allow Shanda Networking to use the Billing Technology in Chongqing, Sichuan, Guizhou, Yunnan, Xizang, Shanxi[CHINESE CHARACTERS], Gansu, Qinghai, Ningxia, Xinjiang, Beijing, Tianjin, Hebei, Shanxi[CHINESE CHARACTERS], Neimengu.

2. Other provisions of the Agreement shall remain unchanged and effective.

3. This Amendment shall become effective only after it has been singed by the Parties.

4. This Amendment shall be executed in four counterparts, and each party shall remain two counterparts.

5. This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized signatories as of the day and year first written above.

SHANGHAI SHANDA NETWORKING CO., LTD.

By: _________________________
Name: Tang Jun
Title: General Manager

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Board Chairman

EXHIBIT 4.34

BILLING TECHNOLOGY LICENSE AGREEMENT

Between

NANJING SHANDA NETWORKING CO., LTD.

and

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

BILLING TECHNOLOGY LICENSE AGREEMENT

THIS BILLING TECHNOLOGY LICENSE AGREEMENT (this "Agreement") is entered into on December 28, 2004, in Shanghai, by and between Nanjing Shanda Networking Co., Ltd. ("Nanjing Shanda"), a domestic company organized and existing under the laws of the People's Republic of China (the "PRC"), and Shengqu Information Technology Co., Ltd. ("Shengqu"), a wholly foreign-owned company organized and existing under the laws of the PRC.

1 DEFINITIONS

Except otherwise specifically defined in this Agreement or unless the context requires otherwise, the terms used in this Agreement shall have the meanings as set forth below:

1.1 "Term" shall be the duration of this Agreement stated in Article 2.3 hereof;

1.2 "Billing Technology" shall mean technology information, know-how, design, drawing, process, method, data, program and other information that have been existing on the date of this Agreement or will be developed in the future, on case-by-case basis, as agreed by the Parties. "Billing Technology" may be in writing or other appropriate forms and will be licensed by Shengqu to Nanjing Shanda under this Agreement. Details of Billing Technology are described in Appendix 1 attached hereto.

1.3 "Parties" shall mean both Nanjing Shanda and Shengqu, and a "Party" means either one of them.

1.4 "PRC" shall mean the People's Republic of China, and, for the purpose of this Agreement, excluding Taiwan, Hong Kong and Macau Special Administrative Regions.

1.5 "Licensed Region" shall mean Shanghai, Zhejiang, Jiangsu, Anhui, Fujian, Jiangxi, Shandong, Henan, Hubei, Hunan, Guangdong, Guangxi and Hainan.

2 GENERAL TERMS

2.1 Shengqu hereby agrees to non-exclusively license the Billing Technology to Nanjing Shanda and Nanjing Shanda hereby agrees to obtain such license from Shengqu pursuant to the terms and conditions of this Agreement.

2.2 Unless otherwise agreed by Shengqu in writing, Nanjing Shanda shall not acquire identical or similar technology license from any third party.

2.3 This Agreement shall be effective upon the execution hereof by the authorized representatives of the Parties and shall remain effective for a period of one (1) year.

2.4 The licensed technology hereunder is described in Schedule A hereto. The Parties may jointly make adjustment to Schedule A after the date of this Agreement.

3 LICENSE

3.1 In consideration of the payment of the license fee by Nanjing Shanda and the covenants made by Nanjing Shanda under this Agreement, Shengqu hereby grants Nanjing Shanda a license, to allow Nanjing Shanda to use the Billing Technology in the Licensed Region; the Parties acknowledge that the territory of said license shall be the Licensed Region only.

3.2 Nanjing Shanda hereby agrees to use the Billing System in accordance with the terms and conditions of this Agreement. It is further acknowledged that, without the written consent of Shengqu, Nanjing Shanda shall not sublicense or transfer the Billing Technology to any third party.

3.3 During the term of this Agreement, Nanjing Shanda has the right to indicate, in advertisements and promotion materials in connection with online games, that the Billing System is licensed by Shengqu to Nanjing Shanda.

3.4 The license for the Billing Technology granted by Shengqu to Nanjing Shanda

shall not be construed as a grant of any proprietary right in the Billing Technology to Nanjing Shanda. The proprietary rights to be Billing Technology shall remain with Shengqu.

3.5 Nanjing Shanda acknowledges that Shengqu owns the Billing Technology and enjoys theproprietary right to the Billing Technology. Unless otherwise expressly provided herein or with theprior written consent of Shengqu, Nanjing Shanda shall not use or apply for or register any copyright or patent right in connection with the Billing Technology or the Billing System, nor shall Nanjing Shanda do or permit to be done anything that might directly or indirectly prevent Shengqu from registering the copyright to or any patent rights in connection with the Billing Technology or the Billing System.

4 DELIVERY OF TECHNOLOGY

Subsequent to the execution of this Agreement and upon the request of Nanjing Shanda, Shengqu shall deliver the Billing Technology, including all necessary documents, to Nanjing Shanda within a reasonable time.

5 LICENSE FEE

The license fee payable hereunder shall be calculated and paid as follows:

5.1 The license fee payable by Nanjing Shanda to Shengqu hereunder shall be calculated as follows: License fee = standard monthly fee per player x average number of concurrent online game players per month;

5.1.1 average number of concurrent online game players per month shall be the aggregate of the average number of concurrent online game players for all commercialized games in the month;

5.1.2 standard monthly fee per player shall be RMB13.46 per month for the year 2005 and thereafter;

5.2 Shengqu shall have the right to adjust the amount of standard monthly fee per player in accordance with the actual business operation of Nanjing Shanda; and

5.3 Nanjing Shanda shall provide Shengqu with the concurrent online game players data, the number of users and income which is billed through the Billing Technology, and other related data. Shengqu shall be entitled to check and verify the aforesaid data provided by Nanjing Shanda at any time.

6 PAYMENT OF LICENSE FEE

6.1 Payment of License Fee shall be made by Nanjing Shanda on a quarterly basis and shall be made within three (3) months following each quarter's end.

6.2 The Parties understand and agree that, if Nanjing Shanda fails to make payment of the License Fee before the final due date within the time stipulated herein without the consent of Shengqu, Shengqu shall be entitled to request Nanjing Shanda to pay overdue interest on the delinquent payment, and the rate for such overdue interest shall be the rate for short-term commercial loans on such due date published by the People's Bank of China.

7 TECHNOLOGY ENHANCEMENT

After the effectiveness of this if Shengqu makes further developments and enhancements to the Billing Technology any intellectual property or other right arising out of any further development and enhancement of the Billing Technology shall belong to Shengqu.

8 EXTENSION OF AGREEMENT

This Agreement shall remain effective during the term hereof, which will be automatically renewed for an additional one (1) year period upon expiry of each term unless Shengqu notifies Nanjing Shanda of its intention not to renew thirty
(30) days before the current term expires.

9 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

10 EXECUTION

This Agreement shall be executed on or before the effective date hereof by the duly authorised representative of each Party of this Agreement.

[Remainder of the page intentionally left blank]

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

NANJING SHANDA NETWORKING CO., LTD.

By: _________________
Name: Tang Jun
Title: General Manager

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: _________________
Name: Chen Tiaoqiao
Title: Board Chairman

Appendix 1:

DESCRIPTIONS OF FUNCTIONS OF BILLING SYSTEM

Billing System consists of User Registration Module, Recharge Interface Module, Payment Information Synchronization Module, and other value-added modules such as Second-Based Billing Module, Day-Based Billing Module, and IP-Based Billing Module.

- User Registration Module loads the synchronized registration information of users from the game to the Billing System, forming the basis of the users of Billing System. The data is sent to game system by means of web interface or MQ.

- Recharge Interface Module links to the sales system of online channels. The systems receive the recharge request from users, convert the authentication, and add the time that accords to the recharged cards to the specific character accounts.

- Payment Information Synchronization Module transfer users' remained time to the game system by means of FTP or MQ.

- Second-Based Billing Module consists of Payment Information Synchronization Module and Billing Module. The former one synchronize the time information about used time to the Billing System for further application, by means of FTP or MQ. Billing Module subtracts the used time transferred by Synchronization Module from users' remained time.

- Day-Based Billing Module realize the subtraction function based on the periods of monthly and daily subscription.

- Other value-added modules provide interfaces to some business partners, for example, IP-Based billing function supplies some ISP free games based on IP, and IP-based billing.

As an open system, Billing System supports most popular game genres, such as MMORPG and casual games. The system supplies billing service based on the playtime length of game, as well as period length such as monthly subscription. Moreover, the system can, according to the requirements of the game, provide billing solution based on time.

Appendix 2:

SOFTWARE AND HARDWARE ENVIRONMENT FOR THE OPERATION OF BILLING SYSTEM

Software Requirement: Windows 2000, SQL Server2000, MSMQ, IIS

Hardware Requirement:

Database Server Requirement:

CPU: 2.4GHZ * 4
RAM: 2G
HD: 18G + 36G * 4

Network Card: 100M * 2 Reference: DELL 6650

Database Server Amounts:

Avg. 20 game regions / server

Max. 10 game regions / server (games that need large data flow)

Application Server Requirement:

CPU: 2.4GHZ * 2
RAM: 1G
HD: 18G + 36G * 2

Network Card: 100M * 2 Reference: DELL 2650

Application Server Amounts:

Avg. 40 game regions / server

Max. 20 game regions / server (games that need large data flow)

Web Server Requirement:

CPU: 2.4GHZ * 1 (2 are recommended)

HD: 18G + 36G
Network Card: 100M * 2 Reference: DELL 2650

WEB Server Amounts:

1 Server

Schedule A:

BILLING SYSTEM TABLES BASED ON BILLING TECHNOLOGY

      Name            Billing System             Briefing          Note
----------------   --------------------   ----------------------   ----
The Legend of      Mir2 Billing System    Supply billing
Mir                                       solutions for TloM
                                          based on playtime,
                                          period, IP, and other
                                          value-added
                                          applications.

The World of       Woool Billing System   Supply billing
Legend                                    solutions for TWoL
                                          based on playtime
                                          and period.

Fortress 2         FT2 Billing System     Supply billing
                                          solutions for Fortress
                                          2 based on period.

BNB                BNB Billing System     Supply billing
                                          solutions for BNB
                                          based on coupon.

Shattered Galaxy   PS Billing System      Supply billing
                                          solutions for SG
                                          based on playtime
                                          and period.

EXHIBIT 4.35

BILLING TECHNOLOGY LICENSE AGREEMENT

Between

HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.

and

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

BILLING TECHNOLOGY LICENSE AGREEMENT

THIS BILLING TECHNOLOGY LICENSE AGREEMENT (this "Agreement") is entered into on this 28th day of December, 2004, in Shanghai, by and between Hangzhou Bianfeng Networking Technology Co., Ltd. ("Bianfeng"), a domestic company organized and existing under the laws of the People's Republic of China (the "PRC"), and Shengqu Information Technology Co., Ltd. ("Shengqu"), a wholly foreign-owned company organized and existing under the laws of the PRC.

1 DEFINITIONS

Except otherwise specifically defined in this Agreement or unless the context requires otherwise, the terms used in this Agreement shall have the meanings as set forth below:

1.1 "Term" shall be the duration of this Agreement stated in Article 2.3 hereof;

1.2 "Billing Technology" shall mean technology information, know-how, design, drawing, process, method, data, program and other information that have been existing on the date of this Agreement or will be developed in the future, on case-by-case basis, as agreed by the Parties. "Billing Technology" may be in writing or other appropriate forms and will be licensed by Shengqu to Bianfeng under this Agreement. Details of Billing Technology are described in Appendix 1 attached hereto.

1.3 "Parties" shall mean both Bianfeng and Shengqu, and a "Party" means either one of them.

1.4 "PRC" shall mean the People's Republic of China, and, for the purpose of this Agreement, excluding Taiwan, Hong Kong and Macau Special Administrative Regions.

1.5 "Licensed Region" shall mean Heilongjiang, Jilin, Liaoning.

2 GENERAL TERMS

2.1 Shengqu hereby agrees to non-exclusively license the Billing Technology to

Bianfeng and Bianfeng hereby agrees to obtain such license from Shengqu pursuant to the terms and conditions of this Agreement.

2.2 Unless otherwise agreed by Shengqu in writing, Bianfeng shall not acquire identical or similar technology license from any third party.

2.3 This Agreement shall be effective upon the execution hereof by the authorized representatives of the Parties and shall remain effective for a period of one (1) year.

2.4 The licensed technology hereunder is described in Schedule A hereto. The Parties may jointly make adjustment to Schedule A after the date of this Agreement.

3 LICENSE

3.1 In consideration of the payment of the license fee by Bianfeng and the covenants made by Bianfeng under this Agreement, Shengqu hereby grants Bianfeng a license, to allow Bianfeng to use the Billing Technology in the Licensed Region; the Parties acknowledge that the territory of said license shall be the Licensed Region only.

3.2 Bianfeng hereby agrees to use the Billing System in accordance with the terms and conditions of this Agreement. It is further acknowledged that, without the written consent of Shengqu, Bianfeng shall not sublicense or transfer the Billing Technology to any third party.

3.3 During the term of this Agreement, Bianfeng has the right to indicate, in advertisements and promotion materials in connection with online games, that the Billing System is licensed by Shengqu to Bianfeng.

3.4 The license for the Billing Technology granted by Shengqu to Bianfeng shall not be construed as a grant of any proprietary right in the Billing Technology to Bianfeng. The proprietary right or property rights to the Billing Technology shall remain with Shengqu.

3.5 Bianfeng acknowledges that Shengqu owns the Billing Technology and enjoys

the proprietary right to the Billing Technology. Unless otherwise expressly provided herein or with prior written consent of Shengqu, Bianfeng shall not use or apply for or register any copyright or patent right in connection with the Billing Technology or the Billing System, nor shall Bianfeng do or permit to be done anything that might directly or indirectly prevent Shengqu from registering the copyright to or any patents right in connection with the Billing Technology or the Billing System.

4 DELIVERY OF TECHNOLOGY

Subsequent to the execution of this Agreement and upon the request of Bianfeng, Shengqu shall deliver the Billing Technology, including all necessary documents, to Bianfeng within a reasonable time.

5 LICENSE FEE

The license fee payable hereunder shall be calculated and paid as follows:

5.1 The license fee payable by Bianfeng to Shengqu hereunder shall be calculated as follows: License fee = standard monthly fee per player x average number of concurrent online game players per month;

5.1.1 average number of concurrent online game players per month shall be the aggregate of average number of concurrent online game players for all commercialized games in the month;

5.1.2 standard monthly fee per player shall be RMB13.46 per month for the year 2005 and thereafter;

5.2 Shengqu shall have the right to adjust the amount of the standard monthly fee per player in accordance with the actual business operation of Bianfeng; and

5.3 Bianfeng shall provide Shengqu with the concurrent online game players data, the number of users and income which is billed through the Billing Technology, and other related data. Shengqu shall be entitled to check and verify the aforesaid data provided by Bianfeng at any time;

6 PAYMENT OF LICENSE FEE

6.1 Payment of License Fee shall be made by Bianfeng on a quarterly basis and shall be made within three (3) months following each quarter's end.

6.2 The Parties understand and agree that, if Bianfeng fails to make payment of the License Fee before the final due date within the time stipulated herein without the consent of Shengqu, Shengqu shall be entitled to request Bianfeng to pay overdue interest on the delinquent payment, and the rate for sucd overdue interest shall be the rate for short-term commercial loans on such due date published by the People's Bank of China.

7 TECHNOLOGY ENHANCEMENT

After the effectiveness of this Agreement, if Shengqu makes developments and enhancements to the Billing Technology any intellectual property or other right arising out of any further development and enhancement of Billing Technology shall belong to Shengqu.

8 EXTENSION OF AGREEMENT

This Agreement shall remain effective during the term hereof, which will be automatically renewed for an additional one (1) year period upon expiry of each term unless Shengqu notifies Bianfeng of its intention not to renew thirty (30) days before the current term expires.

9 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

10 EXECUTION

This Agreement shall be executed on or before the effective date hereof by the duly authorised representative of each Party of this Agreement.

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

HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.

By: _________________
Name: Tang Jun
Title: General Manager

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: _________________
Name: Chen Tiaoqiao
Title: Board Chairman

Appendix 1:

DESCRIPTIONS OF FUNCTIONS OF BILLING SYSTEM

- Payment Information Synchronization Module transfer users' remained time to the game system by means of FTP or MQ.

- Day-Based Billing Module realize the subtraction function based on the periods of monthly and daily subscription.

- Other value-added modules provide interfaces to some business partners, for example, IP-Based billing function supplies some ISP free games based on IP, and IP-based billing.

Appendix 2:

SOFTWARE AND HARDWARE ENVIRONMENT FOR THE OPERATION OF BILLING SYSTEM

Software Requirement: Windows 2000, SQL Server2000, MSMQI, IIS

Hardware Requirement:

Database Server Requirement:

CPU: 2.4GHZ * 4
RAM: 2G
HD: 18G + 36G * 4

Network Card: 100M * 2 Reference: DELL 6650

Database Server Amounts:

Avg. 20 game regions / server

Max. 10 game regions / server (games that need large data flow)

Application Server Requirement:

CPU: 2.4GHZ * 2
RAM: 1G
HD: 18G + 36G * 2

Network Card: 100M * 2 Reference: DELL 2650

Application Server Amounts:

Avg. 40 game regions / server

Max. 20 game regions / server (games that need large data flow)

Web Server Requirement:

CPU: 2.4GHZ * 1 (2 are recommended)
RAM: 1G
HD: 18G + 36G

Network Card: 100M * 2 Reference: DELL 2650

WEB Server Amounts:

1 Server

Schedule A:

BILLING SYSTEM TABLES BASED ON BILLING TECHNOLOGY

        Name          Billing System            Briefing        Note
----------------   --------------------   -------------------   ----
The Legend of      Mir2 Billing System    Supply billing
Mir                                       solutions for TloM
                                          based on playtime,
                                          period, IP, and
                                          other value-added
                                          applications.

The World of       Woool Billing System   Supply billing
Legend                                    solutions for TWoL
                                          based on playtime
                                          and period.

Fortress 2         FT2 Billing System     Supply billing
                                          solutions for
                                          Fortress 2 based on
                                          period.

BNB                BNB Billing System     Supply billing
                                          solutions for BNB
                                          based on coupon.

Shattered Galaxy   PS Billing System      Supply billing
                                          solutions for SG
                                          based on playtime
                                          and period.

EXHIBIT 4.36

EQUIPMENT LEASE AGREEMENT

Between

NANJING SHANDA NETWORKING CO., LTD.

and

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

EQUIPMENT LEASING AGREEMENT

THIS EQUIPMENT LEASING AGREEMENT ("this Agreement") is entered into December 28, 2004, by and between Nanjing Shanda Networking Co., Ltd. ("Nanjing Shanda"), a company organized and existing under the laws of the People's Republic of China (the "PRC"), and Shengqu Information Technology (Shanghai) Co., Ltd. ("Shengqu"), a wholly foreign-owned enterprise organized and existing under the laws of the PRC. Each of Nanjing Shanda and Shengqu shall hereinafter individually be referred to as a "Party" and collectively as the "Parties".

1 DEFINITIONS

Unless this Agreement otherwise defines or the context otherwise requires, the following terms shall have the meanings given to them below when used in this Agreement:

1.1 "Term" shall mean the term of this Agreement as stated in Article 2.3 hereof.

1.2 "Equipment" shall mean the equipment leased by Shengqu to Nanjing Shanda as requested by Nanjing Shanda from time to time. The specific description of each piece of Equipment shall be set forth in a confirmation letter.

2 GENERAL TERMS

2.1 Shengqu hereby agrees to lease to Nanjing Shanda, and Nanjing Shanda hereby agrees to rent from Shengqu, the Equipment pursuant to the terms and conditions of this Agreement.

2.2 Unless otherwise agreed by Shengqu in writing, Nanjing Shanda shall not rent any Equipment from any third party.

2.3 This Agreement shall be effective upon execution hereof by the authorized representatives of the Parties and shall remain effective for a period of one (1) year.

2.4 The rent payable by Nanjing Shanda to Shengqu under this Agreement shall be 4.2% of the original value of the leased Equipment per month (the "Rent"). Nanjing Shanda shall pay Rental to Shengqu on a quarterly basis.

3 RENT

3.1 In consideration of the use of Equipment by Nanjing Shanda pursuant to this Agreement and as long as this Agreement is not terminated by the Parties hereto, Nanjing Shanda shall pay Shengqu the Rent set forth in
Section 2.4 hereof on a quarterly basis in accordance with Section 3.2, 3.3 and 3.4 below.

3.2 The Rent for each quarter shall be payable within thirty days of the last day of such quarter.

3.3 The Rent shall be paid in the currency of RMB to a bank account opened with a PRC bank by Shengqu (Shengqu shall provide Nanjing Shanda with the details of such account).

3.4 In the event that Nanjing Shanda fails to pay the Rent to Shengqu on the due date under this Agreement, Shengqu shall be entitled to press for payment of the Rent payable by issuing a written notice to Nanjing Shanda. Upon receipt of such notice, Nanjing Shanda shall thereafter pay Shengqu an overdue interest on the amount outstanding. The annual rate of such overdue interest shall be the aggregate of (i) the annual interest rate for short term commercial loans published on such due date by the People`s Bank of China, and (ii) two percent (2%).

3.5 The Rent paid by Nanjing Shanda to Shengqu under this Agreement shall be the only amounts payable by Nanjing Shanda with respect of the leasing of the Equipment hereunder by Nanjing Shanda. Unless otherwise expressly provided herein, Nanjing Shanda shall not be requested nor obliged to pay any other amount to Shengqu with respect of Shengqu's leasing the Equipment to Nanjing Shanda or the performing of the obligations hereunder by Shengqu.

4 DELIVERY OF THE EQUIPMENTS

Upon request of Nanjing Shanda, Shengqu shall deliver the Equipment, including all documents necessary for the use of the Equipment, to Nanjing Shanda in a timely manner.

5 EXTENSION OF AGREEMENT

This Agreement shall remain effective during the term hereof, which will be automatically renewed for another one (1) year upon expiration of each term unless Shengqu notifies Nanjing Shanda of its intention not to renew thirty (30) days before the current term expires.

6 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

7 EXECUTION

This Agreement shall become effective upon the execution hereof by the duly authorised representative of each Party.

[Remainder of the page intentionally left blank]

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

NANJING SHANDA NETWORKING CO., LTD.

By: ________________________
Name: Tang Jun
Title: General Manager

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO. LTD.

By: _________________________
Name: Chen Tianqiao
Title: Board Chairman

EXHIBIT 4.37

EQUIPMENT LEASE AGREEMENT

Between

HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.

and

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

EQUIPMENT LEASING AGREEMENT

THIS EQUIPMENT LEASING AGREEMENT ("this Agreement") is entered into on this 28th day of December, 2004 by and between Hangzhou Bianfeng Networking Technology Co., Ltd. ("Bianfeng"), a company organized and existing under the laws of the People's Republic of China (the "PRC"), and Shengqu Information Technology (Shanghai) Co., Ltd. ("Shengqu"), a wholly foreign-owned enterprise organized and existing under the laws of the PRC. Each of Bianfeng and Shengqu shall hereinafter individually be referred to as a "Party" and collectively as the "Parties".

1 DEFINITIONS

Unless this Agreement otherwise defines or the context otherwise requires, the following terms shall have the meanings given to them below when used in this Agreement:

1.1 "Term" shall mean the term of this Agreement as stated in Article 2.3 hereof.

1.2 "Equipment" shall mean the equipment leased by Shengqu to Bianfeng as requested by Bianfeng from time to time. The specific description of each piece of Equipment shall be set forth in a confirmation letter.

2 GENERAL TERMS

2.1 Shengqu hereby agrees to lease to Bianfeng, and Bianfeng hereby agrees to rent from Shengqu, the Equipment pursuant to the terms and conditions of this Agreement.

2.2 Unless otherwise agreed by Shengqu in writing, Bianfeng shall not rent any Equipment from any third party.

2.3 This Agreement shall be effective upon execution hereof by the authorized representatives of the Parties and shall remain effective for a period of one (1) year.

2.4 The rent payable by Bianfeng to Shengqu under this Agreement shall be 4.2% of the original value of the leased Equipment per month (the "Rent"). Bianfeng shall pay Rent to Shengqu on a quarterly basis.

3 RENT

3.1 In consideration of the use of Equipment by Bianfeng pursuant to this Agreement and as long as this Agreement is not terminated by the Parties hereto, Bianfeng shall pay Shengqu the Rent set forth in Section 2.4 hereof on a quarterly basis in accordance with Section 3.2, 3.3 and 3.4 below.

3.2 The Rent for each quarter shall be payable within thirty days of the last day of such quarter.

3.3 The Rent shall be paid in the currency of RMB to a bank account opened with a PRC bank by Shengqu (Shengqu shall provide Bianfeng with the details of such account).

3.4 In the event that Bianfeng fails to pay the Rent to Shengqu on the due date under this Agreement, Shengqu shall be entitled to press for payment of the Rent payable by issuing a written notice to Bianfeng. Upon receipt of such notice, Bianfeng shall thereafter pay Shengqu overdue interest on the amount outstanding. The annual rate of such overdue interest shall be the aggregate of (i) the annual interest rate for short term commercial loans published on such due date by the People`s Bank of China, and (ii) two percent (2%).

3.5 The Rent paid by Bianfeng to Shengqu under this Agreement shall be the only amounts payable by Bianfeng with respect of the leasing of the Equipment hereunder by Bianfeng. Unless otherwise expressly provided herein, Bianfeng shall not be requested nor obliged to pay any other amount to Shengqu with respect of Shengqu's leasing the Equipment to Bianfeng or the performing of the obligations hereunder by Shengqu.

4 DELIVERY OF THE EQUIPMENTS

Upon request of Bianfeng, Shengqu shall deliver the Equipment, including all

documents necessary for the use of the Equipment, to Bianfeng in a timely manner.

5 EXTENSION OF AGREEMENT

This Agreement shall remain effective during the term hereof, which will be automatically renewed for another one (1) year upon expiration of each term unless Shengqu notifies Bianfeng of its intention not to renew thirty (30) days before the current term expires.

6 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

7 EXECUTION

This Agreement shall become effective upon the execution hereof by the duly authorised representative of each Party.

[Remainder of the page intentionally left blank]

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

HANGZHOU BIANFENG NETWORKING TECHNOLOGY CO., LTD.

By: ________________________
Name: Tang Jun
Title: General Manager

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO. LTD.

By: _________________________
Name: Chen Tianqiao
Title: Board Chairman

EXHIBIT 4.38

AMENDMENT

Between

SHANGHAI SHANDA NETWORKING CO., LTD.

and

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

AMENDMENT TO STRATEGIC CONSULTING SERVICE AGREEMENT

THIS AMENDMENT TO THE STRATEGIC CONSULTING SERVICE AGREEMENT ("Amendment") is made as of December 28, 2004 in Shanghai by and between Shanghai Shanda Networking Co., Ltd. ("Shanda Networking"), a domestic company organized and existing under the laws of the People's Republic of China (the "PRC"), and Shengqu Information Technology Co., Ltd. ("Shengqu"), a wholly foreign-owned company organized and existing under the laws of the PRC.

WHEREAS,

A. Shanda Networking and Shengqu (the "Parties") are parties to that certain STRATEGIC CONSULTING SERVICE AGREEMENT dated as of December 9, 2003 (the "Agreement"); and

B. The Parties agree to modify the consulting fee in the Agreement.

NOW, THEREFORE, in consideration of the applicable conditions, the Parties agree to amend the Agreement as follows.

1. Section 3.1 of the Agreement is amended so that it reads in its entirety as follows:

The formula for calculating the monthly consulting fee payable by Shanda Networking to Shengqu hereunder shall be:

Monthly Consulting fee=(average number of concurrent online game players per month iA standard monthly fee per player - fees paid to cooperative parties - other reasonable costs) iA 60%.

(1) the average number of concurrent online game players per month shall be the aggregate of the average number of concurrent online game players for all commercial games in the month;

(2) the standard monthly fee per player shall be as follows:

a. RMB 98 per month for the year 2003;

b. RMB 86 per month for the year 2004;

c. RMB90 per month for the year 2005 and thereafter.

(3) Fees paid to cooperative parties include:

a. Fees payable by Shanda Networking under other contracts entered into between Shanda Networking and Shengqu;

b. Fees payable by Shanda Networking under contracts entered into between Shanda Networking and other game developers;

c. Rentals and revenue sharing fees payable under contracts between Shanda Networking and telecommunication operators.

(4) Other reasonable costs

a. Other reasonable costs per month for the year 2003 shall be RMB 1,720,000;

b. Other reasonable costs per month for the year 2004 shall be RMB 1,900,000.

c. Other reasonable costs per month for the year 2005 and thereafter shall be RMB 1,600,000.00.

2. Other provisions of the Agreement shall remain unchanged and effective.

3. This Amendment shall become effective only after it has been singed by Parties.

4. This Agreement shall be governed by and construed in accordance with the laws of the PRC.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized signatories as of the day and year first written above.

SHANGHAI SHANDA NETWORKING CO., LTD.

By: _________________________
Name: Jun Tang
Title: General Manager

SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

By: ___________________________
Name: Chen Tianqiao
Title: Board Chairman

EXHIBIT 12.1

CERTIFICATION

I, Tianqiao Chen, certify that:

1. I have reviewed this annual report of Shanda Interactive Entertainment Limited (the "Company") on Form 20-F for the period ending December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report");

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report;

4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

c) Disclosed in this Report any change in the Company's internal control over financial reporting that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: May 27, 2005                   /s/ CHEN TIANQIAO
                                     -------------------------------------------

                                     Name:  Tianqiao Chen
                                     Title: Chairman and Chief Executive Officer

EXHIBIT 12.2

CERTIFICATION

I, Shujun Li, certify that:

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: May 27, 2005                                /s/ LI SHUJUN
                                                  ------------------------------

                                                  Name:  Shujun Li
                                                  Title: Chief Financial Officer

EXHIBIT 13.1

CERTIFICATIONS

In connection with the annual report of Shanda Interactive Entertainment Limited (the "Company") on Form 20-F for the period ending December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned hereby certifies that to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 27, 2005

                                            /s/ CHEN TIANQIAO
                                            -----------------------------------
                                            Tianqiao Chen
                                            Chairman and Chief Executive Officer




                                            /s/ LI SHUJUN
                                            ------------------------------------
                                            Shujun Li
                                            Chief Financial Officer

Exhibit 15.1

(IDC LETTERHEAD)

May 11, 2005

Mr. Li Shujun
Shanda Interactive Entertainment Limited No.1 Office Building
No.1 690 Bibo Road, Zhangjiang
Podong New Area
Shanghai 201203, PRC

Dear Li Shujun,

In the absence of prior written consent, the IDC name, logo, trademarks or copyrighted information cannot be used in promotional materials, publicity releases, advertising, or any other similar publications or communications, whether oral or written.

Please consider this letter as written authorization to use the following IDC data in your annual report and shelf registration statement dated May 2005:

According to IDC's survey about online games in China for 2004 in its "China Gaming 2004-2009 Forecast and Analysis", which received over 50,000 participants' response, Shanda's massively multiplayer online role-playing games, The Legend of Mir II and The World of Legend (Woool), were respectively the most popular online game and the most popular domestic online game in China. Shanda's casual games include BNB and Maplestory, both of which were among the top ten casual games in China according to the same survey.

Source: IDC, China Gaming 2004-2009 Forecast and Analysis

Should there be any changes to this text, please notify me immediately.

IDC is not responsible for any damage or loss resulting from the use of IDC information, regardless of the circumstances, and will be held harmless from any loss, cost, or expense, suffered or incurred as a result of, or in connection with any claim, suit or action from any party pertaining to that use.

Should you have any questions, please notify me immediately at +86-10-83913610.

Best regards,

(COMPANY SEAL)

Wilson Wan
Deputy General Manager
IDC China

Exhibit 15.2

(YAO LIANG LAW OFFICE LETTERHEAD)

Shanda Interactive Entertainment Limited No. 1 Office Building
690 Bibo Road
Pudong New Area
Shanghai 201203
People's Republic of China

May 27, 2005

Ladies and Gentlemen:

RE: SHANDA INTERACTIVE ENTERTAINMENT LIMITED

We hereby consent to the use of and references to our name under the captions "Risk Factors" and "Regulatory Matters" in the annual report on Form 20-F, filed by Shanda Interactive Entertainment Limited with the United States Securities and Exchange Commission on May 27, 2005 under the Securities Act of 1933, as amended.

Sincerely yours

Yao Liang Law Office
(COMPANY SEAL)
(YAO LIANG LAW OFFICE IN CHINESE CHARACTERS)
Yao Liang Law Office

7/F, Huaxia Bank Tower, 256 Pudong (S) Road, Shanghai 200120, PRC
(ADDRESS IN CHINESE CHARACTERS)
Tel: (8621) 51150338 Fax: (8621) 51150051 E-mail: master@yaolianglaw.com
www.yaolianglaw.com