Exhibit 4.224

      AUDIBLE
GROUP CHAT SERVICE AGREEMENT

      


      This
Audible Group Chat Service Agreement (the “Agreement”)
is entered into this 1st day of
April, 2008 (the “Effective
Date”) by and among:

      


      Shanghai Shanda Networking Co.,
Ltd. a corporation duly organized and validly existing under the laws of
the People’s Republic of China (the “PRC”)
and having its principal place of business at No.1 Office Building, No. 690 Bibo
Road, Pudong New Area, Shanghai 201203, the PRC (“Shanda
Networking”); and

      


      Shengqu Information Technology
(Shanghai) Co., Ltd., a corporation duly organized and validly existing
under the laws of the PRC and having its principal place of business at No.1
Office Building, No. 690 Bibo Road, Pudong New Area, Shanghai 201203, the PRC
(“Shengqu”).

      


      Shanda
Networking and Shengqu shall be referred to individually as a “Party” and
collectively as the “Parties”.

      


      RECITALS

      


      WHEREAS, Shengqu owns a
proprietary audible group chat software, and is capable of providing audible
group chat services to the users of Shanda Networking.

      


      WHEREAS, Shengqu desires to
provide customized audible group chat services in accordance with Shanda
Networking’s requirements and cooperate with Shanda Networking.

      


      


      NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein and for
other good and valuable consideration, the Parties hereto agree as
follows:

      


      


      1     Definition

      


      As used in
this Agreement, the following terms shall have the meanings set forth
below:

      


      
        	
                1.1  

              	
                “Agreement”
      shall be as defined in the
preamble.

              


      

      
        	 	 
	
                1.2  

              	
                “Effective
      Date” shall be defined in the
preamble.

              


      

      
        	 	 
	
                1.3  

              	
                “Audible
      Group Chat Service Fee” shall mean the fees paid by Shanda Networking to
      Shengqu in consideration of the services provided by Shengqu
    

              


      

       

       

      
        
          
          

        

        
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        pursuant
to this Agreement.

         

      

      
        
          	
                  2

                	
                  Scope
      of Cooperation

                
	 
      	 
      
	
                  2.1

                	
                  Shengqu
      will utilize its advanced audible group chat platform to provide audible
      group chat service to Shanda Networking’s users, including providing
      access from application to audible group chat platform, access to audible
      chat channels through search engine, enabling users to use audible and
      word chat in audible chat channels and providing management tools to the
      personnel of Shanda Networking.

                
	 
      	 
      
	
                  2.2

                	
                  Shengqu
      shall provide customized audible service functions to Shanda Networking
      and shall complete the development work within 10 to 30 business days upon
      receipt of Shanda Networking’s request.

                
	 
      	 
      
	
                  2.3

                	
                  Shanda
      Networking shall make relevant function development in cooperation with
      Shengqu in accordance with the function design.

                
	 
      	 
      
	
                  2.4

                	
                  Shanda
      Networking shall pay the Audible Group Chat Service Fees set forth in
      Section 6.

                
	 
      	 
      
	
                  3

                	
                  Timetable.

                
	 
      	 
      
	
                	
                  Shengqu
      shall complete the development work in accordance with the function
      requirements provided by Shanda Networking.

                
	 
      	 
      
	
                  4

                	
                  Obligations
      and Rights of Shengqu.

                
	 
      	 
      
	
                  4.1

                	
                  Shengqu
      shall have the right to review Shanda Networking’s audible chat function
      and the chat record of the end users and shall have the right to reject
      the chat contents not complying with the laws or regulations of the
      PRC.

                
	 
      	 
      
	
                  4.2

                	
                  Shengqu
      shall have the right to add additiona functions, including but not limited
      to chat information surveillance, in accordance with the laws or
      regulations of the PRC.

                
	 
      	 
      
	
                  4.3

                	
                   Shengqu
      shall have the right to charge the Service Fees set forth in this
      Agreement.

                
	 
      	 
      
	
                  4.4

                	
                  Shengqu
      shall not amend Shanda Networking’s audible chat functions during the term
      of this Agreement without Shanda Networking’s
  consent.

                


        

         

         

        
          
            
            

          

          
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                  5

                	
                  Obligations
      and Rights of Shanda Networking

                
	 
      	 
      
	
                  5.1

                	
                  Shanda
      Networking shall determine the requirements for audible group chat
      service. Such requirements shall comply with the laws and regulations of
      the PRC.

                
	 
      	 
      
	
                  5.2

                	
                  Shanda
      Networking shall pay the Audible Group Chat Service Fees as set forth in
      this Agreement.

                
	 
      	 
      
	 
      	 
      
	
                  6

                	
                  Price
      and Payment

                
	 
      	 
      
	
                  6.1

                	
                  The
      Service Fees shall be determined according to the aggregate time consumed
      by the end users of Shanda Networking.

                
	 
      	 
      
	
                  6.2

                	
                  Methods
      of payment:

                
	 
      	 
      
	
                  6.2.1

                	
                  At
      the end of each month, Shengqu shall calculate the service fee based on
      the user number of audible chat services and shall invoice Shanda
      Networking accordingly. Shanda Networking shall pay the Service Fees
      within ten (10) business days of receiving the invoice.

                
	 
      	 
      
	
                  6.2.2

                	
                  The
      Service Fees shall be paid through bank transfer.

                
	 
      	 
      
	
                  6.3

                	
                  Taxes
      obligations arising in connection with this Agreement shall be borne by
      the
      Parties in accordance with the relevant laws and regulations of the
      PRC.

                
	
                	 
      
	 
      	 
      
	
                  6.4

                	
                  The
      Audible Group Chat Service Fee shall be paid in
  Renminbi.

                
	 	 
	
                  6.5

                	
                  The
      method for calculating the Service Fees is set forth
      below: 

                
	
                	
                  Service
      Fees =
      ∑(aggregate user number×usage time×fee
      rate)

                
	 
      	 
      
	
                  7

                	
                  Representations
      and Guarantees of Shengqu.

                
	 
      	 
      
	
                  7.1

                	
                  Shengqu
      owns the audible chat software platform and is capable of providing
      audible chat services to the end users of Shanda
    Networking.

                
	 
      	 
      
	
                  7.2

                	
                  Shengqu
      has all requisite power and authority to execute this
      Agreement.

                
	 
      	 
      
	
                  7.3

                	
                  Shengqu
      shall carry out the obligations of this Agreement in accordance with the
      relevant laws and regulations of the PRC.

                
	 
      	 
      
	
                  7.4

                	
                  The
      making of this Agreement does not and will not violate any agreement
      existing between Shengqu and any other person or entity. Shengqu shall
      

                


        

         

         

        
          
            
            

          

          
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                  indemnify
      all loss of Shanda Networking in connection with any breach of this
      section (including all reasonable costs and expenses arising from such
      compensation).

                
	 	 
	
                  8

                	
                   Representations and Guarantees
      of Shanda Networking.

                
	 
      	 
      
	
                  8.1

                	
                  Shanda
      Networking has all requisite power and authority to execute this
      Agreement.

                
	 
      	 
      
	
                  8.2

                	
                  Shanda
      Networking guarantees that the audible chat function it provided shall
      comply with the laws and regulations of the PRC.

                
	 
      	 
      
	
                  9

                	
                   Confidentiality.

                
	 
      	 
      
	
                  9.1

                	
                  Any
      and all information, disclosed in writing and designated as confidential
      or, if disclosed orally, designated as confidential at the time of
      disclosure, relating in any way to actual or potential customers,
      products, patents, source codes, object codes, technical data,
      information, inventions, procedures, methods, designs, strategies,
      drawings, samples, specifications, plans, assets, liabilities, costs,
      revenues, profits, organization, employees, agents, distributors or other
      business affairs in general
      shall be treated as confidential information (“Confidential
      Information”).

                
	 
      	 
      
	
                  9.2

                	
                  Neither
      Party shall use or disclose any Confidential Information of the other
      Party to any persons or entities without prior written approval, except in
      the event that the confidential information of the other Party is used for
      the sole purpose of carrying out the obligations under this
      Agreement.

                
	 
      	 
      
	
                  9.3

                	
                  Each
      Party shall keep the information concerning the transactions contemplated
      by this Agreement in strict confidence. Neither Party shall disclose the
      information concerning the transactions contemplated by this Agreement to
      any third party without the other Party’s prior written approval. However,
      the receiving Party shall be permitted to disclose the confidential
      information under any laws, rules or regulation of stock exchange or
      provide any documents, reports or disclose in the method of a press
      release or by other ways to investors.

                
	 
      	 
      
	
                  9.4

                	
                  The
      term of this confidentiality is the same as this
  Agreement.

                
	 
      	 
      
	
                  10

                	
                   Force
      Majeure

                
	 
      	 
      
	
                  10.1

                	
                  Force
      Majeure shall mean severe natural disasters such as typhoon, flood, storm,
      earthquake, fire, wars, whether announced or not, riots, civil commotion
      and/or any other cause beyond the reasonable control of the Party
      

                


        

         

         

        
          
            
            

          

          
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                  whose
      performance is affected (“Force
      Majeure Event”).

                
	 	 
	
                  10.2

                	
                  The
      time for performance or cure shall be extended for a period equal to the
      duration of the Force Majeure Event, however the financial terms of this
      Agreement shall not be adjusted.

                
	 
      	 
      
	
                  10.3

                	
                  The
      Party whose performance is affected by such a cause shall promptly notify
      the other party hereto of such impossibility of performance, and provide
      the other Party with a written certificate within five days after the
      Force Majeure Event happens, and shall take affirmative and effective
      steps to mitigate the effects of the Force Majeure Event. Once the effects
      of the Force Majeure Event disappears, the Party whose performance is
      affected shall provide the other Party with a prompt
    notice.

                
	 
      	 
      
	
                  10.4

                	
                  In
      the event that the Party, whose performance is affected, expects that the
      Force Majeure Event will exceeds 30 days, the Parties shall negotiate the
      performance of the Agreement in good faith.

                
	 
      	 
      
	
                  11

                	
                   Liability
      of Breach.

                
	 
      	 
      
	
                  11.1

                	
                  Special Liability of
      Breach.  During the performance of the Agreement, in the
      event Shengqu is unable to complete the media content in accordance with
      Shanda Networking’s requirements, Shanda Networking shall have the right
      to compensation and the right to require Shengqu to continue the perform
      its obligations. In the event Shengqu’s inability is caused by a third
      party, the Parties shall negotiate a satisfactory resolution. If the
      breach cannot be satisfactorily resolved by the Parties through friendly
      consultation, Shengqu shall refund Shanda Networking an amount equal to
      two times the Service Fees.

                
	 
      	 
      
	
                  11.2

                	
                  Common Liability of
      Breach.

                
	 
      	 
      
	
                  (a)

                	
                  In
      case one Party (non-breaching party) declares the other Party (breaching
      party) commit any things breach the Agreement and provide the certificate
      of such things, and prove such things make the Agreement can’t be
      performed, performed entirely or delayed, then, non-breaching party has
      the rights to require breaching party take on its liability of breach, and
      cease performing the obligations under this Agreement in case it wouldn’t
      like to terminate this Agreement.

                
	 
      	 
      
	
                  (b)

                	
                  The
      breaching Party shall take steps to mitigate the effects within 7 days
      after it is informed the reality of breach, in case the breaching Party
      doesn’t mitigate during the 7 days, the non-breaching Party has rights
      terminate the Agreement and require breaching Party to compensate all the
      economic loss

                


        

         

         

        
          
            
            

          

          
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                  (including
      direct loss, indirect loss and all the other expenses and costs
      hereunder). This Section 11.2(b) shall survive expiration or termination
      of this Agreement for any reason.

                
	
                  (c)

                	
                  In
      case other sections of this Agreement provide otherwise in connection of
      breach and liability of breach that are different from this Section
      11.2(c), then this Section 11.2(c) doesn’t apply.

                
	 
      	 
      
	
                  12

                	
                  Termination

                
	 
      	 
      
	
                  12.1

                	
                  This
      Agreement may be terminated by the Parties by providing a joint written
      notice.

                
	 
      	 
      
	
                  12.2

                	
                  One
      Party may terminate this Agreement upon written notice to the other Party
      in the event of the occurrence of one or more of the
      following:

                
	 
      	 
      
	
                  (a)

                	
                  One
      Party has expressed definitely or indicated through its action that it
      will not perform material obligations of this Agreement before this
      Agreement’s expiration;

                
	 
      	 
      
	
                  (b)

                	
                  One
      Party has committed a material breach of this Agreement which is capable
      of remedy and fails to cure such breach within 14 days after the breaching
      party receives written notice thereof from the other
  party;

                
	 
      	 
      
	
                  (c)

                	
                  One
      Party experiences a bankruptcy or is unable to pay its
    debt.

                
	 
      	 
      
	
                  12.3

                	
                  After
      this Agreement is terminated:

                
	 
      	 
      
	
                  (a)

                	
                  The
      parts have been performed will not be performed any
  more;

                
	 
      	 
      
	
                  (b)

                	
                  Shengqu
      shall return the content for information making provided by Shanda
      Networking immediately.

                
	 
      	 
      
	
                  13

                	
                  Governing
      Law, Form and Jurisdiction.

                
	 
      	 
      
	
                  13.1

                	
                  The
      validity, explanation, performance and dispute resolving of this Agreement
      shall be in accordance with the laws and regulations of the
      PRC.

                
	 
      	 
      
	
                  13.2

                	
                  In
      the event of any dispute, controversy of difference, the Parties hereto
      shall conduct discussions and negotiations in good faith. If such dispute
      can not be satisfactorily resolved by the Parties themselves whining 60
      days after one Parties provides a written requirement of negotiation to
      the other, the Parties hereby consent and submit disputes to the court
      where Shanda Networking is located.

                


        

         

         

        
          
            
            

          

          
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                  13.3

                	
                  In
      the event of a dispute is heard by the court, the Parties shall continue
      the performance of the remaining parts of this
  Agreement.

                
	 
      	 
      
	
                  14

                	
                  Miscellaneous

                
	 
      	 
      
	
                  14.1

                	
                  Assignment.   No Party may assign or transfer
      its rights under this Agreement to a third party without
      the prior written consent of the other Party. Notwithstanding the foregoing,
      Shentyue shall have the right to assign this Agreement to its
      Affiliate(s) by
      giving prior written notice to Shengqu. Subject to the restrictions on assignment
      and transfers set forth herein, this Agreement shall be binding upon and shall
      inure to the benefit of the Parties and their respective successors and
      assigns.

                
	 
      	 
      
	
                  14.2

                	
                  Binging.   This
      Agreement, together with the exhibits referenced and attached hereto,
      shall become effective after it is executed by a duly authorized
      representative, officer or agent of the Parties. This Agreement is binding
      upon and inures to the benefit of the parties and their heirs, executors,
      legal and personal representatives, successors and assigns, as the case
      may be. All amendments to this Agreement shall be binding upon the Parties
      so long as the same are in writing and executed by both
      Parties.

                
	 
      	 
      
	
                  14.3

                	
                  Notices.   Except as otherwise expressly
      provided in this Agreement, all notices sent by either Party to the other Party
      pursuant to or in connection with this Agreement shall be in writing and shall be
      deemed to have been sufficiently given and received for the
      purposes of this
      Agreement if sent to the other Party at the address or facsimile number
      listed below for such Party, or to such other address or facsimile number
      of which either Party may so notify the other Party in
      writing.

                
	 
      	 
      
	
                  14.4

                	
                  Severability.   If any provision of this Agreement
      is found to be illegal, invalid or unenforceable, that provision shall be
      limited or eliminated to the minimum extent necessary so that this
      Agreement shall otherwise remain in full force and effect and enforceable.

                
	 
      	 
      
	
                  14.5

                	
                  Effectiveness.   This
      Agreement shall become effective after the authorized representatives of
      the Parties signed it, and the Agreement shall remain in effect for a
      period of one (1) year thereafter. Upon the expiration of the initial term
      of this Agreement, the Agreement shall be automatically renewed provided
      that neither Party suggests otherwise.

                
	 
      	 
      
	
                  14.6

                	
                  Amendments.   This Agreement
      shall not be modified or amended except by written agreement signed by
      duly authorized representatives of the Parties. Such
      amendment agreement shall be considered a part of this Agreement
      and

                


        

         

         

        
          
            
            

          

          
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                  the
      Agreement shall remain in
      full force and effect and enforceable.

                
	 	 
	
                  14.7

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

                


        

         

      

      
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      IN WITNESS WHEREOF, the
Parties have executed this Agreement through their duly authorized
representatives on the date first set forth above.

      


      


      


      
        	
                SHANGHAI SHANDA NETWORKING CO.,
      LTD.

              
	 
      


      

       

      
        	 
      
	
                By:  

                  
      

                Name:

              
	
                Title:

              


      

      


      
 

      
        	
                SHENGQU INFORMATION TECHNOLOGY

                (SHANGHAI) CO., LTD.

              
	 
      


      

      
         

        
          	 
      
	
                  By:  

                    
      

                  Name:

                
	
                  Title:

                


        

        


        


        
          
            
            

          

          
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      Exhibit
A

      


      Audible
group chat Order Form

      


      
        	 
      
	
                No.

                Applicant:

                Item
      for analysis:

                Requested
      completion date:

              
	
                Data
      type:

                 

              
	
                Detailed
      requirements:

                 

              


      

       

      
 

    

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