Exhibit 4.221 


    

     

     

    


    Cooperation
Agreement

    


    


    Between

    


    


        Shengqu
Information Technology (Shanghai) Co., Ltd.

    


    


    


               And

    


    


            Shanghai
Holdfast Online Information Technology Co. Ltd.

    


    


    


    


    


    


    


    July
1, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                 

              
	 	 
	 	 


      

    

    Party A: Shengqu Information Technology
(Shanghai) Co., Ltd.

    Address:
No. 639 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai

    Postal
Code: 201203

    Tel:
(8621) 50504740

    Fax:
(8621) 50504740

    Legal
Representative: Chen Tianqiao

    


    Party B: Shanghai Holdfast Online Information
Technology Co. Ltd.

    Address:
No. 1 Building, No. 690 Bibo Road, Pudong New Area, Shanghai

    Postal
Code: 201203

    Tel:
(8621) 50504740

    Fax:
(8621) 50504740-8088

    Legal
Representative: Tang Jun

    


    Whereas:

    


    
      	
              I.

            	
              Party
      A is the lawful owner of relevant rights of publishing and online
      publishing of The World
      Of Legend and the operating rights thereof (hereinafter referred to
      as the “Online
      Game”) [or the developer owning relevant rights of publishing and
      online publishing of The World
      Of Legend and the operating rights thereof] in Mainland China, and
      owns the operating rights over the said Online Game (including
      but not limited to the rights to use relevant trademarks of the said Online
      Game).

            


    

    


    
      	
              II.

            	
              As a
      leading online game service provider in China, Party B provides users with
      the Online Entertainment
      Services mainly based on games through its owned Holdfast
      Versus Platform.

            


    

    


    
      	
              III.

            	
              Party
      A and Party B hereby agree to carry out cooperation on operating the Online Game of The World
      Of Legend by taking advantages of their respective manpower,
      technologies and information during the Term of this
      Agreement.

            


    

    


    This
Cooperation Agreement (hereinafter referred to as this “Agreement”) on 

     

    
      
        
        

      

      
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    carrying
out the operating cooperation over the Online Game is made, in Pudong
Shanghai on July 1, 2007, by and between Party A and Party B upon their friendly
negotiations and subject to relevant laws and regulations of the People's
Republic of China.

    


    Article
1 Definition and Interpretation

    


    
      	
              1.1

            	
              Unless
      otherwise specified, the definitions and interpretations of relevant terms
      herein shall have the following
meanings:

            


    

    


    


    
      	 	
              The
      World Of Legend

            	 
      	
              Refers
      to the complicated online game (hereinafter referred to as “The World
      Of Legend”), including existing version(s) and future updated
      version(s) thereof, which is and will be developed or lawfully authorized
      to be operated by Party A.

            
	 	 	 	 
	 	
              Holdfast
      Versus Platform

            	 
      	
              Refers
      to the Game Platform under the name of “Holdfast
      Versus Platform” on www.cga.com.cn,
      and all games, products, contents and services being operated on the
      Platform, which are owned and operated by Party B.

            
	 	 	 	 
	 	
              Game
      Lobby

            	 
      	
              Hereinafter
      referred to as “Game Lobby” or “Lobby”, referring to the integrated
      interfaces for the entrance of various online games and other
      entertainment services which are provided by Party B to end-users; such
      interfaces mentiond herein are those interfaces to be installed and shown
      on personal computers only, rather than those interfaces to be shown on
      televisions, mobile phones and other end-equipment.

            
	 	 	 	 
	 	
              Party
      A's Online

            	 
      	
              Or
      named as “Official Online”, refers to the Internet Online owned and
      entitled to be operated by Party A, which involving woool.sdo.com
      is used for providing 

            


    

     

    
      
        
        

      

      
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      	 	 	 	services
      to the end-users.
	 	 	 	 
	 	
              Party
      B's Online

            	 
      	
              Refers
      to the Internet Online owned and entitled to be operated by Party B, which
      involving woool.cga.com.cn
      is used for providing services to the end-users.

            
	 	 	 	 
	 	
              Operating

            	 
      	
              Refers
      to providing game-playing services to the end-users whith charges,
      including but not limited to installing, operating and using the game
      server software, authorizing the users to intall, operate and use the game
      client software, providing the client services and techinical supports,
      and issuing and distributing relevant game products to the
      users.

            
	 	 	 	 
	 	
              Game
      Service Products

            	 
      	
              Refers
      to all game cards (such as point cards, timing cards and package cards)
      which can be used by the end-users for obtaining game services, and the
      game client software disk.

            
	 	 	 	 
	 	
              Average
      Monthly Online Players

            	 
      	
              The
      parties hereto are to figure out the online players on The World
      Of Legend of Party B's servers at a fixed time each hour, and the
      average daily online players are to be figured out by adding up the online
      players each hour together divided by 24 hours, and the average monthly
      online players are to be figured out by adding up average daily online
      players each month together divided by the number of the days in such
      month; however, the online players on the date on which the Product is
      regularly maintained shall not be figured out in the statistics of the
      average monthly online players.

            
	 	 	 	 
	 	
              Operating
      Incomes

            	 
      	
              Refers
      to total incomes which are gained by Party B through providing “Game Gold”
      services specified herein to the end-users by taking advantage of its
      official online and distribution/exchange channels. In this
    

            


    

    


    
      
        
        

      

      
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                Agreement,
      Party A and Party B is to figure out the operating incomes and the
      royalties due to Party A based on the exchanged “Game Gold” and subject to
      the provisions of Article 2.8.

              


         

      

    

    
      	
              1.2

            	
              The
      headings of each chapter and clause hereunder are for convenience of
      reference only, and shall not affect the interpretations to this
      Agreement.

            


    

    


    
      	
              1.3

            	
              A
      date mentioned herein refers to a calendar date, and a working day
      mentioned herein refers to a legal working day in the People's Republic of
      China.

            


    

     

    Article
2 Cooperation Details

    


    The
parties hereto agree to carry out operating cooperation over the game of The World Of
Legend. The agreed cooperation is that Party B operates the server
software and provides its online users with unloading, logging The World Of
Legend and with virtual money exchanging services for The World Of
Legend through its Holdfast Versus
Platform. Party A is responsible for the operating, development, and
technical supports and users services over The World Of
Legend. Party A and Party B shall advertise and promote the cooperation
details jointly, and shall gain their respective royalties in the operating
incomes generated from such cooperation.

    


    
      	
              2.1

            	
              R&D
      and Relevant Technical Supports to The World Of
      Legend

            


    

    
    

    


    
      	 	2.1.1	
              Party
      A is be responsible for R&D, improvement, update and technical
      maintenance over the game software of The World
      Of Legend, and shall provide such software and updated version(s)
      thereof to Party B in time.

            
	 	 	 
	
              
              

            	
              2.1.2

            	
              Party
      A warrants and undertakes that its game software of The World
      Of Legend and relevant
      contents thereof are lawful, and warrants that the same shall neither
      violate relevant laws and regulations of the State or requirements of
      relevant competent authorities, nor infringe lawful rights and benefits of
      any third party, nor transmit documents involved with virus and
      Trojan, or any other virus software or codes. Party A shall be
      

            


    

    


    
      
        
        

      

      
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                liable
      for the disputes, claims and lawsuits arising out of Party A's breaches of
      the said warranties and undertakings, and shall be liable for any and all
      losses (including direct and indirect losses, and reasonable expenses
      occurred therefrom) which are suffered by Party B
    therefrom.

              


      

       

    

    
      
        	
                
                

              	
                2.1.3

              	
                Party
      A will provide necessary technical supports to Party B so that Party B can
      complete the cooperation operating over the game of The World
      Of Legend jointly. The said technical supports include but not
      limited to providing trainings to Party B's staff, sending technical
      advisers and providing necessary technical information to Party B. All
      fees occurred therefrom shall be assumed by Party A.

              
	 	 	 
	 	
                2.1.4
 	
                Party
      A undertakes to actively forward R&D and improvement over The World
      Of Legend so that the parties hereto can arrange the operating of
      the Game subject to the following schedule:

              
	 	 	 
	 	 	2.1.4.1
      To commence internal tests within one (1) month after the parties hereto
      sign this Agreement and complete the technical preparations (which shall
      be completed by the parties hereto) for the cooperation of the parties
      hereto, and the period for the said internal tests shall not exceed one
      (1) month;
	 	 	2.1.4.2
      To commence the open tests on the day immediately following the end of the
      said internal tests, and the period for the said open tests shall not
      exceed two (2) months;
	 	 	2.1.4.3
      The total period for both the said internal tests and open tests shall not
      exceed three (3) months from the effect of this
  Agreement.


      

    

    


    
      	
              2.2

            	
              Intellectual
      Properties and Operating Qualification over The World Of
      Legend

            


    

    


    
      	
              
              

            	
              2.2.1

            	
              Party
      A undertakes and warrants that it owns lawful and complete intellectual
      properties and/or relevant authorities over The World
      Of Legend without infringing lawful rights and benefits of any
      third party (Party A shall provide certificates on relevant intellectual
      properties and/or relevant authorities thereof to Party B). Party A shall
      be liable for

            


    

    


    
      
        
        

      

      
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                  any
      disputes, claims, liabilities, arbitrations and lawsuits arising out of
      any defects on relevant intellectual properties and/or relevant
      authorities over The World
      Of Legend owned by Party A, and shall compensate all of Party B's
      losses occurred therefrom.

                


        

         

      

    

    
      	
              
              

            	
              2.2.2

            	
              With
      the goal of achieving the cooperating purpose specified herein, Party A
      grants non-exclusive, non-transferable and free licenses to Party B during
      the effective Term of this Agreement as
follows:

            


    

    


    
      	
               
      

            	
              2.2.2.1
      To use the names, trademarks, logos, icons and virtual characters of Party
      A and its The World
      Of Legend;

            


    

    
      	
               
      

            	
              2.2.2.2
      To link from Party B's Online to Party A's Online in any
    way.

            


    

    


    
      	
              
              

            	
              2.2.3

            	
              With
      the goal of achieving the cooperating purpose specified herein, Party B
      grants non-exclusive, non-transferable and free licenses to Party A during
      the effective Term of this Agreement as
follows:

            


    

     

    
      	
               
      

            	
              2.2.3.1
      To use Party B's names and trademarks,
etc.;

            


    

    
      	
               
      

            	
              2.2.3.2
      To link from Party A's Online to Party B's Online in any
    way.

            


    

    


    
      	
              
              

            	
              2.2.4

            	
              Party
      A undertakes that it has applied to relevant competent authorities of the
      State and warrants that it can obtain all qualifications and licenses
      necessary to operate The World
      Of Legend, its Online and Forum, and shall provide an effective
      certificate of power of attorney on The World
      Of Legend subject to the form in Attachment A.

            
	 	 	 
	 	
              2.2.5

            	
              Party
      B enjoys the ownerships and all intellectual properties in Holdfast Game
      Platform, the domain name of woool.cga.com.cn
      and the information of the
end-users.

            


    

    
      
      

    

     

    
      	
              
              

            	
              2.2.6

            	
              Party
      B undertakes that it has the lawful and effective qualifications and
      licenses required by relevant competent authorities of the State and
      necessary to carry out the cooperation
  hereunder.

            


    

    


    
      	
              
              

            	
              2.2.7

            	
              The
      parties hereto enjoy their respective ownerships and/or relevant
      intellectual properties in their respectively owned online and/or game
      names, trademarks, logos, icons and virtual characters. The
      cooperation

            


    

     

    
      
        
        

      

      
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                  specified
      herein shall not be deemed that any party transfers its rights in whole or
      part above to the other party. The intellectual properties mentioned
      herein and owned by the parties respectively shall only be used for the
      purposes of this Agreement under the authorities of the other party, while
      the uses to the said intellectual properties shall not be out of the
      purposes and scopes specified
herein.

                


        

        


        
          	
                  2.3

                	
                  Technical
      Maintenance and Supports in relation to Operating The World Of
      Legend

                
	 
      	 
      	 
      
	 
      	
                  2.3.1

                	
                  Party
      A will be responsible for providing sufficient servers and bandwidths
      necessary to operate The World
      Of Legend in Mainland China.

                
	 
      	 
      	 
      
	 
      	
                  2.3.2

                	
                  Party
      A undertakes and secures the good operation of the server software,
      unobstructed online, the safeties of the server hardware and software and
      data in the effective Term of this Agreement.

                
	 
      	 
      	 
      
	 
      	
                  2.3.3

                	
                  In
      case The World
      Of Legend fails to operate normally for more than thirty (30) days
      due to Party A's breaches of the said Article 2.3.1 and 2.3.2, Party B is
      entitled to suspend this Agreement, and Party A is obligated to bear all
      of Party B's losses occurred therefrom.

                
	 
      	 
      	 
      
	 
      	
                  2.3.4

                	
                  Party
      B will assist Party A to install and debug the
software.

                
	 
      	 
      	 
      
	 
      	
                  2.3.5

                	
                  Upon
      the open tests over The World
      Of Legend, Party A can update the Game upon the negotiations and
      consents of Party A and Party B.

                
	 
      	 
      	 
      
	
                  2.4

                	
                  Client
      Services over The World
      Of Legend

                
	 
      	 
      	 
      
	 
      	
                  2.4.1

                	
                  Party
      B will be responsible for relevant prepaid game services, namely, the
      services in relation to Holdfast game account numbers and Holdfast Point
      Recharges, over operating The World
      Of Legend on Holdfast Versus Platform
      at its own costs.

                
	 
      	 
      	 
      
	 
      	
                  2.4.2

                	
                  Party
      A will be responsible for all client services in relation to the game
      contents of The World
      Of Legend at its own costs.

                
	 
      	 
      	 
      
	 
      	
                  2.4.3

                	
                  Party
      A shall provide sufficient and reasonable supports to the concerned client
      services of Party B on operating The World
      Of Legend. Whenever

                


        

        


        
          
            
            

          

          
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                  any
      user requests client services or consulting on the issues in relation to
      The
      World Of Legend, Party B shall provide Party A's client service
      contact(s) to such user or assist such user to contact Party A's client
      service staff in time; however, Party B is not obligated to settle any
      such client service issues.

                
	 	 
	
                  2.5

                	
                  Official
      Online and Forum over The World Of
      Legend

                
	 
      	 
      	 
      
	 
      	
                  2.5.1

                	
                  Party
      A will be responsible for setting up and maintaining the web-pages of the
      Official Online and the Official Forum of the Game (domain name:
      wool.cga.com.cn).

                
	 
      	 
      	 
      
	 
      	
                  2.5.2

                	
                  Party
      B will show the whole or partial contents of the Official Online and Forum
      of The World
      Of Legend on Holdfast Versus Platform simultaneously to users
      through a linking manner.

                
	 
      	 
      	 
      
	 
      	
                  2.5.3

                	
                  Party
      B will set up the Official Online and Forum of The World
      Of Legend (domain name: wool.cga.com.cn), while Party A will be
      responsible for the updates and administration of the contents therein.
      Party B has the rights to make necessary examinations over the contents in
      the said Official Online and Forum, and Party B is entitled to delete such
      contents in the specialized areas and the Forum as are regarded not to
      meet its requirements.

                
	 
      	 
      	 
      
	
                  2.6

                	
                  Advertisement
      over The World Of
      Legend

                
	 
      	 
      	 
      
	 
      	
                  2.6.1

                	
                  Party
      B undertakes to actively and effectively promote the cooperation operating
      over The World
      Of Legend on Party B's platforms by taking full advantages of its
      online, Holdfast Versus
      Platform and controlled resources from the date of the effect of
      this Agreement.

                
	 
      	 
      	 
      
	 
      	
                  2.6.2

                	
                  Party
      B is obligated to actively advertise and promote The World
      Of Legend to the users on Holdfast Versus
      Platform.

                
	 
      	 
      	 
      
	 
      	
                  2.6.3

                	
                  Party
      B will open its existing game linking entrance for The World
      Of 

                


        

         

        
          
            
            

          

          
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      	Legend
      on Holdfast
      Versus Platform with free charges.
	 	 	 
	 
      	
                  2.6.4

                	
                  Party
      A and Party B shall jointly bear other fees other than the advertising
      fees arising out of the advertising activities with 50% respectively,
      unless otherwise agreed.

                
	 
      	 
      	 
      
	
                  2.7

                	
                  Billing
      and Distributing Channels over The World Of
      Legend

                
	 	 	 
	 
      	
                  2.7.1

                	
                  Party
      B shall charge fees from the users using the online game services over
      The
      World Of Legend on Holdfast Versus Platform
      through its billing channels, and shall pay corresponding amount to Party
      A subject to the agreed royalties proportion specified in Article 2.8
      after reconciling the monthly incomes.

                
	 
      	 
      	 
      
	 
      	
                  2.7.2

                	
                  From
      the date of The World
      Of Legend to be charged on Holdfast Versus
      Platform, Party B shall provide the written report for the
      immediate preceding month subject to the following agreements to Party A
      within the first ten (10) working days of each month, including but not
      limited to the records of Holdfast
      Point Recharges exchanged by Game
      Gold and the information involved in other reasonable
      requirements requested by Party A. The said information shall be sent to
      Party A by fax or E-mail and in writing as well.

                
	 
      	 
      	 
      
	 
      	
                  2.7.3

                	
                  Party
      A shall provide the access authorities or technology paths of Holdfast
      Point Recharges exchanged by Game
      Gold in relation to operating The World
      Of Legend on Holdfast Versus Platform
      to Party B's administrators.

                
	 
      	 
      	 
      
	 
      	
                  2.7.4

                	
                  Party
      A and Party B shall make reconciliation on each working day subject to the
      exchanging records generated from the exchanging interfaces. Party B's
      figures shall prevail provided always that the discrepancy rate between
      the figures reconciled by the parties hereto are within 5%; if exceeding
      5%, the negotiated results of the parties hereto shall be
      grounded.

                
	 
      	 
      	 
      
	 
      	
                  2.7.5

                	
                  Party
      B shall correctly record the data records, including but not limited to
      incidents, resolution dates and results, and shall permit
      Party

                


        

         

        
          
            
            

          

          
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      	A has an access to such log within five (5) days upon Party A's
      written requests.
	 	 	 
	 
      	
                  2.7.6

                	
                  Party
      B shall keep relevant records, agreements and accounts for three (3)
      months upon the termination of this Agreement, and shall permit Party A to
      refer to and reproduce such records, agreements and accounts within Party
      B's normal working hours provided always that Party A sends notice in
      advance and such reference and reproduction will not interrupt Party B's
      work.

                
	 
      	 
      	 
      
	
                  2.8

                	
                  Billing
      and Payment

                
	 	 	 
	 
      	
                  2.8.1

                	
                  The
      users of Holdfast Versus
      Platform make consumptions through exchanging web-pages into
      general virtual money Game Gold of The World
      Of Legend by using Holdfast Point
      Recharges. The exchange rate shall be: one hundred (100) Holdfast Point Recharges
      to be exchanged with one (1) Game
      Gold.

                
	 
      	 
      	 
      
	 
      	
                  2.8.2

                	
                  For
      figuring out the operating incomes, each one
      hundred (100) Holdfast Point Recharges
      to be exchanged to “Game Gold” shall be equivalent to
      one (1) RMB, namely, the monthly
      operating incomes shall be: total number of “Game Gold” to be changed from
      Holdfast Point
      Recharges by the users/(to be confirmed subject to the exchange
      rate) × RMB 1.00. Party A and Party B will make royalties against the
      operating incomes subject to Article 2.8.4. In case there is difference
      between the exchange data arising out of the exchange web-pages between
      Party A and Party B in the same month, the operating incomes for the month
      shall be total number of “Game Gold” to be changed from
      Holdfast Point
      Recharges each month, which is agreed by the parties hereto upon
      their reconciliation, by the users/(to be confirmed subject to the
      exchange rate) × RMB 1.00.

                
	 	 	 
	 
      	
                  2.8.3

                	
                  The
      billings shall be carried out immediately after the completed integration
      between Party A's Online Game of The World
      Of Legend and Holdfast Versus Platform
      of Party B and Party A's Online Game of The World
      Of Legend passes the testing
inspection.

                


        

         

        
          
            
            

          

          
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                  2.8.4

                	
                  After
      The
      World Of Legend on Holdfast Versus Platform
      is billed, the royalties proportions between Party A and Party B shall be
      55% and 45% respectively, namely, Party B will pay
      55% of the operating incomes from
      The
      World Of Legend in the same month to Party A.

                
	 
      	 
      	 
      
	 
      	
                  2.8.5

                	
                  After
      The
      World Of Legend on Holdfast Versus Platform
      is billed, Party A and Party B shall reconcile the operating incomes for
      the immediate preceding month prior to the 15th
      day of each month, and Party A will place due invoices with equivalent
      values subject to the royalties confirmed by the parties hereto prior to
      the 20th
      day of each month. Party B shall pay the royalties for the immediate
      preceding month in a lump sum to Party A within ten (10) working days upon
      receipt of the said invoices from Party A.

                
	 
      	 
      	 
      
	
                  2.9

                	
                  Delayed
      Deliveries and Late Fees

                
	 
      	 
      	 
      
	 
      	
                  2.9.1

                	
                  Party
      B shall commence to officially operate The World
      Of Legend within four (4) weeks after The World
      Of Legend passes the open tests; however, the official operation of
      The
      World Of Legend shall be carried out no later than three (3) months
      upon the signature of this Agreement.

                
	 
      	 
      	 
      
	 
      	
                  2.9.2

                	
                  After
      The
      World Of Legend is commenced to be officially operated on Party B's
      Online, Party B shall pay the late fees equivalent to 3‰ of the due
      payable amount for each delayed day provided always that Party B fails to
      pay the royalties amount subject to Article 2.8, unless otherwise such
      failure is caused by Party A's causations. In case of being delayed for
      more than thirty (30) days, Party A is entitled to revoke this Agreement,
      and to request Party B to pay relevant royalties amount and late
      fees.

                
	 
      	 
      	 
      
	Article
      3 Validity and Termination
	 
      	 
      	 
      
	
                  3.1

                	
                  This
      Agreement shall come to effect from the date of the signature of this
      Agreement to the expiration of eighteen (18) months from the date on which
      The
      

                


        

         

        
          
            
            

          

          
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          	 	World Of Legend
      is commenced to be officially operated on Holdfast Versus
      Platform.


        

         

        
          	
                  3.2

                	
                  Before
      The
      World Of Legend is officially operated and the fees are billed from
      the users, the non-breaching party may terminate this Agreement provided
      always that the breaching party fails to perform its obligations hereunder
      and fails to remedy its breaches within sixty (60) days upon receipt of
      the notice from the non-breaching party.

                
	 	 
	 	 
	
                  3.3

                	
                  In
      case Party A fails to make the final client software or server software
      meet the closed testing standards or the open testing standards within the
      time specified in this Agreement, Party B is entitled to terminate this
      Agreement at its own discretions.

                
	 	 
	 	 
	
                  3.4

                	
                  The
      early termination of this Agreement shall not affect the rights of the
      non-breaching party to request the breaching party to compensate its
      losses.

                
	 	 
	 	 
	
                  3.5

                	
                  In
      case the weekly operating incomes for three (3) running weeks fail to
      reach RMB 35,000 after The World
      Of Legend is commenced to be officially operated provided always
      that no party breaks this Agreement, any party is entitled to request
      terminating this Agreement. In such case, no party shall assume breaching
      liabilities to the other party after the parties hereto make settlements
      subject to this Agreement.

                
	 	 
	
                  3.6

                	
                  In
      case any party becomes bankrupt, liquidated or its actual controller(s) is
      (are) changed, the other party is entitled to terminate this
      Agreement.

                
	 	 
	
                  3.7

                	
                  In
      case the Game of The World
      Of Legend can not be officially operated for more than thirty (30)
      days because Party A's rights and qualifications in question over The World
      Of Legend can not pass the examinations of relevant authorities of
      the People's Republic of China or break the laws of the People's Republic
      of China, Party B is entitled to notify Party A of terminating this
      Agreement in writing.

                


        

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        
          
             

            
              	 	
                       

                    
	 	 
	 	 


            

          

        

        
          	Article
      4 Representation and Warranty
	 
      	
                   

                
	Party
      A and Party B irrevocably represent, state and warrant to each other as
      follows:


        

        
           

          
            	
                    4.1

                  	
                    It
      is an independent legal person incorporated and effectively existing
      according to law;

                  


          

        

        
          	 	 
	
                  4.2

                	
                  It
      has the qualifications to exercise the cooperation hereunder, and its
      business scopes cover such cooperation, and it has independent and lawful
      disposal rights over such cooperation;

                
	 	 
	
                  4.3

                	
                  Its
      authorized representative is authorized sufficiently to sign this
      Agreement on behalf of it;

                
	 
      	 
      
	
                  4.4

                	
                  Its
      signature of this Agreement neither breaks any legal documents binding on
      it, nor infringes lawful rights of any third party, nor makes the other
      party assume any liabilities to any third party (unless otherwise agreed
      herein).

                
	 
      	 
      
	Article
      5 Assignment and Severability
	 	 
	
                  5.1

                	
                  Unless
      otherwise specified herein, any party hereto shall not transfer or assign,
      in whole or part, any of its rights or obligations hereunder to a third
      party without prior written consents of the other party; notwithstanding,
      the parties hereto agree that any party may assign its rights and/or
      obligations hereunder to its affiliates and/or related companies after
      notifying the other party in writing provided always that the rights and
      benefits of any party hereunder shall not in any way be affected
      adversely.

                
	 
      	 
      
	
                  5.2

                	
                  In
      case any provision is deemed to be invalid, unenforceable or is deemed not
      to meet the laws of the People's Republic of China or is deemed to
      conflict with such laws, the validity and enforceability of the remaining
      provisions shall not be affected. The parties hereto agree if any
      provision is deemed to be invalid or unenforceable or is deemed not to
      meet the laws of the People's Republic of China or is deemed to conflict
      with such laws, they shall substitute such provision by another valid and
      enforceable provision upon their friendly negotiations. The said valid and
      enforceable provision shall meet the maximum extent of the expected
      commercial purposes of the parties hereto hereunder during the performance
      of this Agreement.

                


        

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

        
          
             

            
              	 	
                       

                    
	 	 
	 	 


            

          

        

        
          	
                  Article
      6 Confidentiality

                
	 	 
	
                  6.1

                	
                  Without
      prior written consents of the other party, any party shall not disclose
      any provision, the signature and performance of this Agreement, and any
      information obtained from the other party and its related companies due to
      the signature and performance of this Agreement, to a third party
      (excluding requested disclosure of relevant legal and regulation
      authorities, governmental authorities, stock exchanges or other regulatory
      authorities, and excluding disclosure to legal counsels, accounting
      consultants, business consultants and other consultants and authorized
      employees of Party A and Party B).

                
	 
      	 
      
	
                  6.2

                	
                  Party
      A and Party B shall take any and all necessary measures to protect
      business secrets obtained from the other party due to this cooperation
      from being disclosed, used, discharged or obtained to and by unauthorized
      persons.

                
	 
      	 
      
	
                  6.3

                	
                  The
      party obtaining the business secrets (hereinafter referred to as
      “Obtaining Party”) shall not reproduce or copy, in whole or part, such
      business secrets offered by the other party (hereinafter referred to as
      “Offering Party”) without prior authorities of the Offering Party or
      permission under this Agreement; the Obtaining Party shall return all
      business secrets to the Offering Party or destroy such business secrets
      upon obtaining written consents from the Offering Party after the
      termination of this Agreement.

                
	 
      	 
      
	
                  6.4

                	
                  The
      Obtaining Party shall use the business secrets within the specified scopes
      of this Agreement only. Furthermore, the Obtaining Party has caused or
      will cause its employees and consultants who have been told such business
      secrets to sign a confidential agreement covering the contents similar to
      this Clause; otherwise, the Offering Party is entitled to claim breach
      liabilities against the Obtaining Party due to breaches of confidential
      obligations of its employees and consultants.

                
	 
      	 
      
	
                  6.5

                	
                  The
      business secrets mentioned in this Clause refer to ideas, plans and
      information stored in tangible or intangible media, including but not
      limited to: information with technology or business natures, logos and
      slogans, copyrights, computer software, source codes, target codes,
      technologies, know-how, data,
marketing

                


        

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

        
          
             

            
              	 	
                       

                    
	 	 
	 	 


            

          

        

        
          	 
      	layouts,
      summaries, reports, mails and lists, etc.. However, the following
      information shall not be included: (a) such information as can be verified
      by the party holding it lawfully before the other party discloses it; (b)
      such information as is known in public, and especially referring to such
      information as is known in public without any breach of the party holding
      it; (d) such information as is obtained by one party thereafter from other
      sources lawfully without confidential limitations; (e) such information as
      is ordered to be disclosed by a court or a governmental authority with
      compulsory summoning powers (however, such party has notified the other of
      the said order in advance so that the other party has opportunities to
      object or take other applicable activities). 
	 	 
	
                  6.6

                	
                  Any
      provision of this Agreement which is deemed to be invalid or unenforceable
      shall not affect the validity of this Clause.

                
	 
      	 
      
	
                  6.7

                	
                  This
      Clause shall survive during the effective Term of this Agreement and
      within two (2) years upon termination of this
Agreement.

                
	 
      	 
      
	Article
      7 Breach Liabilities
	 
      	 
      
	
                  7.1

                	
                  In
      case any party directly or indirectly breaks any provision hereunder, or
      fails to assume or fails to assume its obligations hereunder sufficiently
      or in time, such party shall be treated to break this Agreement, and the
      non-breaching party is entitled to notify the breaching party of
      correcting its breaches and taking sufficient, effective and timely
      measures so as to eliminate the breaching consequences in writing, and the
      breaching party shall compensate the losses suffered by the non-breaching
      party due to its breaches. In case the breaching party fails to correct
      its breaches within fifteen (15) days upon receipt of the said notice, the
      non-breaching party is entitled to revoke this Agreement earlier provided
      always that it sends written notice to the breaching
  party.

                
	 
      	 
      
	
                  7.2

                	
                  In
      case any occurred breach has caused the fundamental failure of the
      non-breaching party to achieve the purpose of this Agreement upon its
      reasonable and objective judgment, the non-breaching party is entitled to
      revoke this Agreement earlier by sending written notice to the breaching
      party, and the breaching party shall compensate all direct losses arising
      out of its breaches.

                


        

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

        
          
             

            
              	 	
                       

                    
	 	 
	 	 


            

          

        

        
          	
                  7.3

                	
                  The
      breaching party shall pay the liquidated damages equivalent to monthly
      incomes that are highest after due billing or RMB 50,000, whichever is
      higher, to the non-breaching party.

                
	 
      	 
      
	Article
      8 Force Majeure
	 
      	 
      
	
                  8.1

                	
                  “Force
      Majeure” refers to such events as are unreasonably controllable,
      unforeseeable or unavoidable even if foreseen to Party A and Party B, and
      such events interfere, affect or delay the performance of the whole or
      partial obligations of any party hereunder. Such events include but not
      limited to governmental acts, God of Acts, wars or any other similar
      events.

                
	 
      	 
      
	
                  8.2

                	
                  No
      party shall be liable for any losses arising out of its failures or delays
      to perform any of its obligations hereunder, which are suffered by the
      other party. In case of any occurrence of any Force Majeure event, the
      affected party shall notify the other party of such event as soon as
      possible, and shall provide the evidences which can verify the occurrence
      of such Force Majeure event to the other party within fifteen (15) days
      upon the occurrence of such Force Majeure event. The affected party shall
      take active and effective measures to minimize the losses of the party
      which are caused by the failures or delays to perform this Agreement. The
      time to be extended for the party suffering Force Majeure to perform its
      obligations shall equal to such time in which such Force Majeure
      lasts.

                
	 
      	 
      
	Article
      9 Notice
	 
      	 
      
	
                  9.1

                	
                  Any
      notice or written correspondence between the parties hereto shall be made
      in Chinese, and shall be sent by fax, courier (including express),
      registered mail or e-mail.

                
	 
      	
                  Unless
      otherwise notified in writing in advance, all notices and correspondences
      shall be sent to the following correspondence
addresses:

                
	 
      	 
      


        

        Party A:
Shengqu Information Technology (Shanghai) Co., Ltd.

      

    

    Address:
No. 1 Building, No. 690 Bibo Road, Pudong New Area, Shanghai

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

      
        
           

          
            	 	
                     

                  
	 	 
	 	 


          

        

      

    

    Postal
Code: 201203

    Fax:
(8621) 50504740

    E-mail:
renting@snda.com

    Attention:
Ren Ting

    


    Party B:
Shanghai Holdfast Online Information Technology Co. Ltd.

    Address:
No. 1 Building, No. 690 Bibo Road, Pudong New Area, Shanghai

    Postal
Code: 201203

    Fax:
(8621) 50504740-5707

    Attention:
Yang Chen

    


    In case
any notice or correspondence is sent by fax, such notice or correspondence shall
be deemed to be delivered on the date recorded on the fax. However, in case any
notice or correspondence is sent by fax after 5:00 P.M. or on a non-working day
of the receiving party, the delivery date shall be next working day of the
receiving party;

    In case
any notice or correspondence is sent by e-mail, the e-mail sent to the
designated e-mail system of the receiving party shall be deemed as
delivered;

    In case of
sending by courier (including express), the service date shall be subject to on
the date on which the receiving party make signature and
acceptance;

    In case of
sending by registered mail, the service date shall be the 5th working
day from the date of sending such mail based on receipt from the post
office.

    


    Article
10 Dispute Resolution and Applicable Law

    


    
      	
              10.1

            	
              The
      conclusion, validity, interpretation, performance, modification,
      termination and dispute resolution of, to and arising out of this
      Agreement shall be applied to China's
laws.

            


    

    


    
      	
              10.2

            	
              Any
      dispute arising out of the interpretation and performance of this
      Agreement shall be resolved upon friendly negotiations in the first
      instance. In case the said dispute can not be resolved within thirty (30)
      days after one party notifies the other party of resolving such dispute in
      writing, any party is entitled to institute such dispute to the People's
      Court having jurisdictions under the signature place of this
      Agreement.

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

      
         

        
          	 	
                   

                
	 	 
	 	 


        

      

       

    

    
      	
              10.3

            	
              Whenever
      any dispute occurs due to the interpretation and performance of this
      Agreement or any dispute is under negotiation or ruling, Party A and Party
      B shall continue to exercise their respective rights and perform their
      respect obligations hereunder rather than those rights and obligations
      under dispute.

            


    

    


    Article
11 Miscellaneous

    


    
      	
              11.1  

            	
              Anything
      not covered herein or required supplement, alternation and modification to
      this Agreement due to business development shall be made in a
      supplementary agreement in writing upon the negotiation of the parties
      hereto. The said supplementary agreement shall come to effect upon
      signature and seal of the parties hereto, and such validated supplementary
      agreement shall have equal validity with this
  Agreement.

            


    

    


    
      	
               11.2  

            	
              Any
      failure of any party to exercise its rights hereunder in time shall
      neither be deemed to waive such rights, nor affect such party to exercise
      such rights in the future.

            


    

    


    
      	
              11.3

            	
              This
      Agreement has four (4) original copies with each party holding two (2)
      copies respectively, and each party has the same legal validity with other
      copies.

            


    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

      
        
           

          
            	 	
                     

                  
	 	 
	 	 


          

        

      

    

    (No Text in the
following)

    


    


    IN WITNESS
WHEREOF, this Agreement has been executed by the authorized persons of the
parties hereto as of the date first above written.

    


    
      	
              Party
      A: Shengqu Information Technology (Shanghai) Co., Ltd.

              (Seal)

            	 	
              Party
      B: Shanghai Holdfast Online Information Technology Co. Ltd.

              (Seal)

            
	 	 	 
	 	 	 
	
              Name
      of Legal Representative or Authorized Representative:

              (Seal)

               

            	 	
              Name
      of Legal Representative or Authorized Representative:

              (Seal)

            


    

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
      
         

        
          	 	
                   

                
	 	 
	 	 




      

    

    Attachment
A

    


    Effective
Certificate of Power of Attorney for Game

     

     

    21