**Loan Agreement on the Entrusted Loan**Serial No. [     ]**Lender**(“**Party A**”):**Shanghai Dongfang Branch of China Merchants Bank Stock Limited Company****Address:**Dongfang Road 902, Shanghai**The Principal:**Han Zhang**Borrower: Shanghai Yisheng Network Technology Co., Ltd.****Address:**7th Floor, Building C, No. 555, Dongchuan Road**Legal Representative (Responsible Person): Guidi Tong**Party A accepts to be entrusted by Shanda Computer (Shanghai) Co., Ltd. (“**the Principal**”) todisburse an entrusted loan, equal to RMB                      to Party B. According to the “CommissionContract on Entrusted Loan Agreement” (Serial No. [ ]) and the “Notification on Entrusted Loan”issued by the Principal on [ ], through friendly negotiation, Party A and Party B herein concludethis Agreement in accordance with relevant national laws:1. Currency Type, Item, Type, Amount, Purpose, Interest Rate and Term of the Loan as prescribedbelow:Currency Type: RMBItem: Entrusted LoanType: (1) Fixed Asset Loan (2) Working Capital LoanAmount: Ten Million (10,000,000.00)Purpose: Business OperationInterest Rate: 5.31 %Loan Term: Twelve months (the commencement and expiration dates shall refer towhat is recorded in the loan note)2. Before Party B withdraws the loan, it shall file a loan withdrawal plan for the said purposeto Party A and shall withdraw the loan according to such plan. Thewithdrawal formality shall be completed by Party B 1 working day before the loan disbursement.
 
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3. Party B guarantees to use the following funds to repay and pay all the loan principal andinterest under this Agreement: (1) [     ];  (2) [     ];  (3) [     ].4. Party B shall repay or pay all the principal and interest according to the repayment scheduleas provided in this Agreement. If Party B wishes to prepay the loan, it shall discuss withthe Principal and handle relevant formalities after Party A receives the prepayment noticefrom the Principal. 5. Interest   The interest of the loan under this Agreement based on the interest rate which is determined bythe principal, shall be accrued from the date when Party A disburses the loan according to thenumber of the actual days of using the loan on a quarterly basis. The value date shall be the21st day of each month.   Where the national statutory loan rate is adjusted or the Principal requires adjusting theinterest rate within the effective term of this Agreement, upon the written consents of thePrincipal and Party B, Party A may adjust the interest rate under this Agreement according tothe interest rate adjustment of the state or the Principal’s written instruction. The interestshall be accrued according to the new interest rate as of the adjustment date. 6. Under the “Notification on Entrusted Loan” issued by Party A, if the Principal requires PartyB (or a designated third party) to provide guarantee for the loan under this Agreement, PartyB or the designated third party shall provide such guarantee as required by the Principal.Party A and Party B (or the third guarantor) shall conclude and sign a guarantee agreement asan accessory agreement to this Agreement.   If the Principal requires the provision of relevant guarantee, before the guarantee isput into practice, Party A is entitled to refuse disbursing the loan to Party B.
 
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7. During the effective term of this Agreement, Party A is entitled to supervise the loan usagestatus and Party B shall faithfully provide relevant information and documents according toParty A’s requirement. 8. Modification and Termination of this Agreement   After this Agreement comes into effect, where Party A or Party B wishes to modify or terminatethis Agreement, the Parties shall discuss with each other and obtain the consent of thePrincipal. Party A, Party B and the Principal shall reach a written agreement to modify orterminate this Agreement. 9. Default Liability (1) If Party A breaches this Agreement and fails to disburse the loan according to thetime schedule and amount as agreed with Party B, Party A shall pay a liquidated damages toParty B at 0.0[     ] % of the amount in default per day based on the number of the days ofdefault, except under the second paragraph of Article 6 or Article 9 (2) of thisAgreement.  (2) If Party B fails to use the loan for the purpose provided herein, Party A is entitledto suspend the loan disbursement, to accelerate the maturity of all or part of thedisbursed loan, and to charge a penalty interest at the rate of [     ]% higher than theoriginal interest rate for the misappropriated loan.  (3) If Party B fails to repay or pay the principal or interest according the agreedschedule in this Agreement, for the overdue loan, Party A is entitled to charge a penaltyinterest at the rate of [     ]% higher than the original interest rate based on the actualoverdue days.  (4) If Party B prepay the loan without getting any approval and Party A does not receiveany prepayment notice from the Principal, Party A is entitled to require Party B to pay aliquidated damages at the rate of 0.0[     ] % of the prepaid amount per day according to thenumber of the days which the loan is repaid in advance of the due date, except underArticle 9 (2) and (5) of this Agreement.
 
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 (5) During the effective term of this Agreement, Party A is entitled to require theprepayment of the principal and interest as well as other related fees in relation to theentrusted loan according to the requirement of Party A under the following circumstances:(1) Party B breaches any of its obligations under this Agreement; (2) Party B suffers asubstantial deterioration in its business operation; (3) the guarantor suffers asubstantial deterioration in its business operation; (4) the mortgaged property damages,destroys or losses, or the value of the pledged property substantially depreciates orderogates, which endangering the safety of the loan; (5) other situations under whichParty A is entitled to require the prepayment of the loan according to the applicablelaws, regulations and financial rules.10. Any notice or requirement in relation to this Agreement shall be delivered in writing byParty A and Party B. If it is delivered by courier, then it shall be deemed served after therecipient signs on it; if by postal mail, then it shall be deemed served 7 days after it issent; if by fax, then it shall be deemed served after the recipient’s fax system receives thefax.   Party A’s Address: Dongfang Road 902, ShanghaiParty B’s Address: 7th Floor, Building C, No. 555, Dongchuan Road   If there is any change to one Party’s contact method, the Party shall timely notify the otherParty of such change, otherwise, the Party failing to notify the change shall bear all thepossible losses arising therefrom on its own. 11. Dispute Settlement   If there is any dispute arising from the performance of this Agreement, the Parties shall firstsettle it through friendly negotiation. If the Parties fail to reach an agreement on thedispute settlement, either Party may resort to Option [     ] (alternative option) as below for thesettlement:   (1) File a lawsuit to the people’s court where [     ] is located;
 
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 (2)  Submit the dispute to                      Arbitration Committee for arbitration.12. The Parties may negotiation further to conclude and sign a supplementary agreement on theissues which are not covered in this Agreement. 13. This Agreement shall come into effect after it is signed and stamped by the authorizedrepresentatives of Party A and Party B, and shall be terminated after all the principal andinterest as well as other related fees under this Agreement are fully paid off. 14. This Agreement has three original copies, for Party A, Party B and the Principal each to holdone copy.
 
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Party A (Company Seal):The Responsible Person or the Authorized Representative (Signature/Stamp):Party B (Company Seal):The Responsible Person or the Authorized Representative (Signature/Stamp):Execution Date: [June 23, 2009]
 
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