Exhibit
4.146

    


     

    


     

    
      	
              Contract
      Register No.:

            	


    

    

 

    Technology
Development Contract

     

    
      
        
          
            Project
Name:     Commissioned P2P Module
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: May 10, 2007

            


            Validate
from May 10, 2007 to January 9, 2008

            


            


            


            


            


            Science and Technology Commission of
Shanghai Municipality

            


            Shanghai
Administration of Industry and Commerce

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
                
                  b

                    
                      b

                        This
      Contract on Technology Development of P2P Module Project
      (entrusted/cooperated development) (this
      Project is subordinate to      Plan
      ※) is made by and between the parties hereto subject to the

                        Contract Law of the People’s
      Republic of China.

                        
                          ※Technology
      Contents, Forms and Requirements over the Subject Matter
      hereof:

                          Basic
      Requirements:

                          i.
      Purpose: Applicable to transfer data and achieve video-frequency functions
      by taking full advantages of internet sources;

                          ii.
      Features: Prompt and convenient transfer, stable and reliable, obvious and
      clear menu, full color, cleaner picture;

                          iii.
      Achieve: User ID, user-group ID, three (3) interfaces;

                          iv.
      The supporting system of the Game is win2000,winXP.

                           

                          Required
      Specifications and Parameters:

                          Whole
      video-frequency base divided into two (2) parts: Client Software and
      Server Software

                          C++
      development applied for client software, supporting win2000,winXP, applied
      technologies involved with H263, UDP Agreement, p2p, vfw,
etc.

                          C++
      development applied for server software, supporting win2000,winXP, applied
      technologies involved with H263, UDP Agreement

                           

                          Main
      Specifications and Parameters:

                          To
      adjust the number of video transmission targets through different user ID
      and user-group ID

                          Simple
      designs can be easily expanded to video-frequency and document
      transmission services

                          Simple
      interface designs can make application software embedded into the Module
      (only three (3) interfaces are required)

                          Achieved
      general and simple video-frequency communication administration and
      setup

                        

                      

                    

                  

                

              

            


    

    
       

    

    
    

    
       

    

    
      
        
        

      

      
        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 [●] 200  to
      January 9, 2008.

                   

              

              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

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      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 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 P2P Module
Project D&R:


            

          

          
            Startup
Date: May 10, 2007...

          

        

      

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

              
	
                
                  
                    
                      Programs:

                      To
      accomplish video-frequency collecting coding base

                      


                      Achieved
      Functions:

                      Video-frequency
      collecting

                      Previewing
      of video-frequency

                      Video-frequency
      coding

                      Video-frequency
      decoding

                      


                      Demonstration:

                      The
      base can be applied in the PC for personal video-frequency, and to achieve
      decoding at a certain time.

                    

                  

                

              	 
      


      

      
 

      
        	
                Work
      Node 2: To Accomplish the following tasks before June 25: (Phase
      II):

              
	
                Programs:

                To
      improve p2p client software

                To
      improve p2p server software

                To
      support automatic linking tests

                


                Achieved
      Functions:

                To
      provide one (1) p2p server guiding program

                To
      provide one (1) p2p server transfer program

                To
      provide one (1) p2p client guiding software/program; the client software
      can come to linking tests, udp tests and linking re-tests automatically at
      the time of sending data; the data can be transmitted officially upon
      completion of the tests

                


                Demonstration:

                Applicable
      to achieve transmitting and receiving of simple text messages among any
      client-software online.

              	 
      


      

       

       

      
        	
                Work
      Node 3: To Accomplish the following tasks before July 1: (Phase
      III):

              
	
                
                  Programs:

                  P2p
      video-frequency base – client software and server software

                  Applying
      DEMO for complete tests

                  


                  Achieved
      Functions:

                

              	 
      


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
                
                  
                    Combine
      p2p base and video-frequency base, and accomplish p2p video-frequency
      base

                    Test
      video-frequency communication by applying DEMO

                    Place
      external online servers

                     

                    Demonstration:

                    Normal
      upon DEMO tests; remote online can be exercised with video-frequency
      communication freely.

                  

                

              	 
      


      

      
        To
commence internal tests from on July 1, 2007

        


        


        Attachment
B:

        


        Inspection
Standard and Method for P2P Module:

        Inspection
Standard:

        Software:
the software development meets the functional requirements of the Game, which
may support oncoming version updates, improvement and modification to
function;

        Video-frequency:
a. around 15fps for personal video-frequency ratio; b. online transmission
video-frequency ratio > 5fps;

        Online
Platform: video-frequency communication users supported by PC server>1W;
servers can be added without limitation

        Base:
applicable to join in other VC and VB through standard linking
method

        


        Inspection
Method:

        Party A's
Product Administration Center will test the Game, and will submit the error and
defect report on the Game to Party B. Party B's developing staff will modify the
Game unless and until Party A's Product Administration Center confirms the trial
result and gives a confirmation letter on such trial result.

        Inspected
Contents Including:

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

        Performance
meeting expected target;

        All
documents are represented exactly;

        Whether
any document required by the base is prepared;

         

         

        10