Exhibit
4.148

    


     

    


     

    
      	
              Contract
      Register No.:

            	


    

    

 

    Technology
Development Contract

     

    
      
        Project
Name:    Gametea Virtual Character
System Development Contract

      

      Principal:

      (Party
A)         
    Wenzhou Chuangjia Technology
Co., Ltd.

      


      Developer:

       (Party
B)             Shengqu Information
Technology (Shanghai) Co., Ltd.

      


      


      


      


      Signature
Place:      District
(County)        Province Shanghai
(City)

      


      Signature
Date: June 5, 2006

      


      Validate
from June 5, 2006 to December 31, 2007

      


      
 

      


      Science and Technology Commission of
Shanghai Municipality

      


      Shanghai
Administration of Industry and Commerce

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

    

    
      	
              
                Development
      (I)

                This
      Contract on Technology Development of Virtual character System
      Project (entrusted/cooperated development) (this Project is
      subordinate to      Plan o) is made by and
      between the parties hereto subject to the Contract Law of the People’s
      Republic of China.

                oTechnology
      Contents, Forms and Requirements over the Subject Matter
      hereof:

                


                Basic
      Requirements:

                


                i.
      Expected Effects from Gametea Virtual character Technology: In Gametea, each game
      player can see the customized personal image of his/herself and other
      players from the related places such as the game, lobby and
      webpage.

                


                ii.
      Expected Effects during Playing Games: During playing this game of
      Gametea, each player can send out the expression animation (magic
      expressions) assorted with his/her personal image besides seeing the
      images of his/herself and other players.

                


                iii.
      Expected Effects in the Lobby: In the lobby, personal images set by users
      not only can be displayed as initial static images, but also can select
      related expressions, such as the player can send the action of dozing when
      sitting over the desk too long and all players in this game room can see
      this action of dozing.

                


                iv.
      Theory of Gametea
      Virtual character: The gij images of the same size comprised of
      several transparent zones are superposed and composed into a dynamic
      image. In Gametea
      Virtual character Technology the pattern located in the same layer
      cannot be shown simultaneously, and each single gametea virtual
      character can occupy several layers, which are defined in the
      database.

                


                v.
      Interpretations of Key Words in Gametea Animation &
      Expression Technology: Gametea
      Blue Fairy—Name of system images
      demonstrated by game animation expressions; Teafellow—General
      name of personal dynamic images of all Gametea
      players.

                


                Required
      Specifications and Parameters:

                Whole
      Gametea program
      divided into two parts: client software and server software;

                Client
      software divided into game display client software, lobby display client
      software, webpage user image designing client software, players action
      designing client software;

                Server
      software divided into webpage backend, database storing system and data
      exchanging system.

                


                


                


                Main
      Specifications and Parameters:

                To
      display player’s expressions (images) and actions playing through Game
      Display Client Software

                To
      display player’s expressions (images) and actions playing through Lobby
      Display Client Software

                To
      design player’s images, select player’s configuration information through
      Webpage User Image Designing Client Software

                Webpage
      backend is mainly applied to exchange webpage user image (expression),
      action designing client and backend database.

                Data
      exchanging system is mainly applied to support game display client
      software and lobby display client software.

                Client
      expression display system mainly adopts FLASH
      technology.

              

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              
                
                  Development
      (II)

                  


                  o Research and
      Development Plan

                  


                  See
      Appendix A

                  


                  IV.
      R&D Expense, Remuneration and Payment or Settlement
      thereof

                  


                  


                  i.
      R&D expense refers to the cost needed for completing the R&D, and
      remuneration refers to royalties of this project development and allowance
      for the R&D staff.

                  


                  R&D
      Expense and Remuneration (Say): eight hundred thousand yuan (among which,
      R&D Expense   yuan,
      Remuneration   yuan.)

                  


                  


                   ii.
      Payment Method for Expenses and Remunerations ( The following first one is
      applied):

                   

                  

                  
V.
      Property ownerships of equipments, facilities and documents purchased at
      R&D expenses:

                   

                  /

                

              

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Development
(III)

    
      	
              VI.
      Performing Deadline, Place and Methods:

              


              This
      Contract shall be performed, (insert
      place) in Shanghai, from June 5, 2006 to December 31,
      2007.

                 

              Performing
      Methods:

              


              Party
      B shall deliver dynamic encryption algorithm source
      code disk and related technology documents to Party A.

              


              


              VII. o Confidentiality
      of Technology Information and Documents

              Party
      A and Party B shall take all necessary measures to prevent business
      secrets from being leaked, applied, or disclosed to any unauthorized
      person.

              


              


              VIII.
      Contents of Technology Cooperation and Instruction

              Party
      B is responsible for the development and maintenance of updated version of
      the Game.

              Party
      B is responsible for solving and handling the BUG of the Game.

              


              


              IX.
      Assumption of Risk Responsibility

              During
      the performance of this Contract, the risk responsibility of part or all
      losses for the R&D resulted from the technology difficulties under the
      current level and condition shall be assumed by ii. (i. Party A, ii. Party
      B, iii. Both Parties, iv. Separate negotiations between the parties
      hereto). It is hereby agreed that Party A shall assume [  ] %,
      and Party B shall assume [  ] % of the risk
      responsibility.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    Development
(IV)

    
    

    
      
        

      

    

    
      X.
Ownership and Sharing of the Development

      The right
of patent application is owned by Party A, and the right to use and assign the
technology secrets is owned by Party A.

      


      XI.
Inspection Standard and Method:

      The
achieved development which meets the specifications of Article (II) of this
Contract shall examined and accepted by Party A in accordance with Appendix II
and the inspection certificate shall be issued by Party A.

      


      XII.
Calculation Methods for Liquidated Damages or Loss Compensation
Amount

      The
breaching party shall assume the breach liabilities in accordance with the terms
and conditions of the Contract
Law of the People’s Republic of China.

      
        	
                i.  

              	
                In
      case of breaching Article III of this Contract, Party B shall assume the
      following breach liabilities:

              


      

      
        	
                 
      

              	
                For
      each delayed day, Party A is entitled to deduct 1% of total
      amount of this Contract as liquidated damages. For delay of more than
      thirty (30) days, resulting in Party A’s regular application, Party A is
      entitled to unilaterally terminate this Contract, and Party B shall refund
      the paid amount to Party A no later than seven (7) days after the
      termination hereof.

              


      

      
        	
                ii.  

              	
                In
      case of breaching Article IV of this Contract, Party A shall assume the
      following breach liabilities:

              


      

      For each
delayed day, Party A shall pay 1% of the delayed
amount as liquidated damages to Party B.

      
        	
                iii.  

              	
                Miscellaneous:

              


      

      
        	
                 
      

              	
                In
      case Party B breaches Article XII of this Contract and cannot meet the
      inspection standards, Party A is entitled to revoke this
      Contract.

              


      

      In case
Party B sub-contracts this Project wholly or partially to the third party
without prior written approval from Party A, Party A is entitled to revoke this
Contract immediately. Party B shall refund the paid amount to Party A no later
than seven (7) days after Party A sends the said written notice, and shall pay
30% of the
total amount of this Contract as liquidated damages to Party A.

       

       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Development
(V)

    
      
        
          XIII.  o  Dispute
Resolution:

          Any
dispute arising out of the performance of this Contract may be settled through
compromise or mediation by and between the parties hereto. In case the parties
hereto are not willing to make compromise, mediation or fail to compromise
and/or mediate, the following first resolution shall be applied.

          
            	
                    i.

                  	
                    The
      parties hereto agree to submit such dispute to Shanghai Arbitration
      Commission.

                  


          

          
            	
                    ii.

                  	
                    Institute
      such dispute to the People’s Court, subject to the jurisdiction of
      [    ] People’s
Court.

                  


          

          
            	
                  	
                    i)

                  	
                    the
      defendant’s residence

                  


          

          
            	
                  	
                    ii)

                  	
                    the
      performance place of this Contract

                  


          

          
            	
                  	
                    iii)

                  	
                    the
      signature place of this Contract

                  


          

          
            	
                  	
                    iv)

                  	
                    the
      plaintiff’s residence

                  


          

          
            	
                  	
                    v)

                  	
                    the
      place where the Subject Matter is

                  


          

           

           

           

           

           

          XIV. Interpretation of
Terms:

           

          /

           

           

          XV.  o  Miscellaneous
(Anything not mentioned above, such as rights and obligations of the agency, and
its services charges, payment methods, deposits, property mortgages and
guaranties, et.):

           

           

          
            
              /

            

          

           

          The terms
and conditions in this Contract marked with o shall be completed in
according to the Completion
Instruction.

           

          


        

         

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

    

    Development
(VI)

     

    
    

     

    
      	
               
       	
              Title
      (or Name)

            	
              Wenzhou
      Chuangjia Technology Co., Ltd. (Seal)

            	
              Technology
      Contract Seal

              Or

              Common
      Seal

               

               

               

               

               

              MM/DD/YY
  
	
              Legal
      Representative

            	
              Zhang
      Xiangdong (Signature and Seal)

            
	
              Entrusted
      Agency

            	
               (Seal)

            
	
              Handled
      by

            	
              Zhuang
      Junjie            (Signature
      and Seal)

            
	
              Residence
      (Correspondence Address)

            	
              Rm.
      1101-1102, Digital City, Xincheng Avenue, Wenzhou City

            	
              Postal
      Code

            	 
	
              Tel:

            	 	 
	
              Account
      Bank

            	 	 
	
              Bank
      Account No.

            	 	 
	
               
       	
              Title
      (Name)

            	
              Shengqu
      Information Technology (Shanghai) Co., Ltd.

              (Seal)

            	Technology
      Contract Seal b

              Or

              Common
      Seal

               

               

               

               

               

              MM/DD/YY
       
	
              Legal
      Representative

            	
              Chen
      Tianqiao

              
                (Signature
      and Seal)

              

            
	
              Entrusted
      Agency

            	
              (Seal)

            
	
              Handled
      by

            	
              (Signature
      and Seal)

            
	
              Residence
      (Correspondence Address)

            	
              No.
      1 Building No.639 Bibo Road, Shanghai

            	
              Postal
      Code

            	
              201203

            
	
              Tel:

            	
              021-50504740

            	 
	
              Account
      Bank

            	 	 
	
              Bank
      Account No.

            	 	 
	
               
       	
              Entity
      Name

            	 (Seal)	 	
              Technology
      Contract Seal

              Or

              Common
      Seal

               

               

               

               

               

              MM/DD/YY
       
	
              Legal
      Representative

            	 (Signature
      and Seal)	 
	
              Entrusted
      Agency

            	 (Seal)	 
	
              Handled
      by

            	 (Signature
      and Seal)	 
	
              Residence
      (Correspondence Address)

            	 	
              Postal
      Code

            	 
	
              Tel:

            	 	 
	
              Account
      Bank

            	 	 
	
              Bank
      Account No.

            	 	 


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      Completion
Instruction (Applicable to be affixed with Stamp Duty)

      


      I.
Completion Method for “Contract Registration Number”

      Contract
Registration Number shall be completed by each contract registry
office.

      


      II.
Technology Development Contract refers the contract concerning new technology,
new products, new technique, new material and the related system research and
development which is made by and between the parties hereto, including entrusted
development contract and cooperation development contract.

      


      III. The
planed project shall be completed as the plan of the State, the province
(autonomous region, municipality directly under the Central Government), city
specifically designated in the state plan, city, and county. If none of the
above, mark (/) in the related
column.

      


      IV.
Technology Contents and Forms:

      Technology
contents and forms include the required technological and economical
specifications, the purpose of development, the applicable scopes and benefits,
submission method and amount of the achieved development.

      The
development can be submitted in the following methods:

      i.
Technology documents of products design, workmanship specifications, materials
recipe and other drawings, dissertations and reports;

      ii. disks,
tapes, and computer software;

      iii. new
breeds of animals or plants, and microorganism fungus;

      iv.
sampling products, sampling machines

      v.
complete technology equipment;

      


      


      V. R&D
Plan:

      R&D
Plan includes phased schedules, technological matters to be solved in different
phases, deadlines of achieved goal when Parties are implementing development
project.

      


      


      VI.
Confidentiality of technology information and documents includes the contents
and deadlines of confidential obligations over information and documents by
Parties and the liability of disclosing information and documents.

      The
parties hereto can agree that this Article shall survive whether this Contract
is changed, ends or terminates.

      
 

      VII.
Dispute Resolution

      Any party
shall be deemed to waive its rights to institute concerned disputes to the
People’s Court provided always that either arbitration or judgment is stipulated
in Arbitration Law of the
People's Republic of China and such party selects arbitration; on the
other hand, any party shall be deemed to waive its rights to submit concerned
disputes for arbitration provided always that such party selects a lawsuit;
therefore, the parties hereto shall agree on the dispute
resolution.

      
 

      VIII.
Miscellaneous

      In case
this Contract is signed through the agency, the agency contract shall be
attached to this Contract. The photocopies of the procedures of paid deposits,
property mortgages and guaranties shall be attached to this Contract provided
that the parties hereto agree on such deposits, property

    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    mortgages
and guaranties.

    


    IX. The
entrusted agency shall show the power of attorney when signing this
Contract.

    


    X. In this
Contract, the sign of (/) shall be filled
in the blank where the terms and conditions are not to be filled which are
agreed by Parties.

    


    XI. The
original copy of this Contract is in quintuplicate.

    


    
      	
              For
      Registry Office:

               

               

                Technology
      Contract Registry Office (Seal)

               

                                             Handled
      by:      (Seal)

               

                 MM/DD/YY

            


    

    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      Attachment
A: Plan of Gametea Virtual
character R&D:

       

    

    Startup
Date: January 15, 2006...

    
      	
              Work
      Node 1: To Accomplish the following tasks before April 25; (Phase
      I)

            
	
              
                Programs:

                


                To
      accomplish program framework development of client software and server
      software

                


                Achieved
      Functions:

                Game
      Account Registration Function

                Account
      Logging in Function

                Server
      Optional Function

                Image(expression)
      Creating Function

                Image(expression)
      Deleting Function

                Image(expression)
      Verifying Function

                Image(expression)
      Data Downloading Function from server software to client
      software

                Actions
      Downloading Function from server software to client software

                Image(expression)
      Data Downloading and Displaying Function

                Actions
      Downloading and Displaying Function

                Reading
      image (expression) Data from Server, including reading the data of other
      players, and seeing the information of other players on its own
      client

                Reading
      actions Data from Server, including reading the data of other players, and
      seeing the information of other players on its own client

                To
      achiever updating Function

                To
      achieve the Image(expression) selling and buying function between
      database

                


                Demonstration:

                The
      Client can log in the game and operate simple games, display its own image
      (expression) in the lobby and game room, see image (expression) of other
      players and complete simple designated actions.

              

            	 
      


    

    


    


    
      	
              Work
      Node 2: To Accomplish the following tasks before August 15: (Phase
      II):

            
	
               

              
                Programs:

                To
      improve client software

                To
      improve server software

                To
      support more actions functions

                


                Achieved
      Functions:

                To
      upload actions system: Players can not only select the actions provided by
      the system, but also upload other actions downloaded by
      themselves.

              

            	 
      


    

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      


      


      
        	
                DIY
      System: Players can combine any actions based on the action combination
      module provided by the System to meet their needs.

                


                Audio
      System: Sound can be made simultaneously according to the image
      (expression) and duding for actions selected by players.

                


                Chatting
      System includes public chatting, private chatting and regional
      chatting.

                


                Exchanging
      System is to realize the function of image(expression) selling and
      buying

                


                Demonstration:

                Players
      can play games, chat, upload favorite actions, DIY image (expression) in
      this game, and the virtual character technology is constructed
      initially.

              	 
      


      

       

       

       

      Work
Node 3: To Accomplish the following tasks before December 15: (Phase
III)

      
        


        Programs:

        To improve
client software

        To improve
server software

        To support
more virtual exchanging function

        To develop
the maintenance tool for Server

        Server
Stress Testing

        


        Achieved
Functions:

        


        Animation
Expression Community: Players can freely be combined into a community, where
players can communicate, make friends and organize activities as if in the real
social community.

        Online
points accumulating system: Players can obtain the related accumulating points
based on the length of online time, and the points can be spent to enter special
virtual community (collective) when the title and points reach a special
level.

        


        


        Demonstration:

        Players
can log in this game to send out expressions, change styles at any time when
playing cards, playing chess and can join the virtual community.

        


        The
internal testing will be conducted from November 20, 2006.

        


        


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        


        Attachment
B: Inspection Standard and Method of Gametea Virtual character
Technology

        


        Inspection
Standard:

        Applicable
to display the expression and action of player through game display client
software

        Applicable
to display the expression and action of player through lobby display client
software

        Applicable
to design actions of the player and select configurations information of the
player through webpage user image (expression) design client
software

        Applicable
to exchange webpage user image, actions design and backend database through
webpage backend management system

        Applicable
to support game display client software and lobby display client software
through data exchange system

        


        


        Inspection
Methods:

        The
checking and accepting staff from Party A shall test all functions, and the said
staff shall submit the report of function errors and defects, which shall be
corrected in the virtual character system by the developer from Party B till the
said staff confirm the pre-operating result with the confirmation
letter.

        Inspection
Contents including:

        All data
forms shall re-imported into the database in turn, based which the test will be
conducted to check the virtual character function operating normally, so as to
ensure that the data forms will be set up completely exactly;

        To plan
the sequential re-testing function tables based on Virtual character System, so
as to ensure that all functions have been implemented correctly according to the
Plan;

        To ensure
that the serious defects found previously have been renovated;

        To inspect
the operation of client software and server software by applying test software;
no EMS memory or other serious defects are discovered upon test for two (2)
running days;

        All
documents are represented exactly.

        
 

         

         11