License Agreement between Gamease and Louis Cha regarding DMD



 Exhibit 10.31 
 Confidential Treatment Requested. Confidential portions of this document have been redacted and 
 have been separately filed with the SEC. 
 English Translation 
 Computer Online Game Software Adaptation License Agreement 
 Works: Duke of Mount Deer 
 Copyright Owner: Louis Cha 
 Adaptation Licensor: Louis Cha 
 Address:    * 
 (Tel:    *    , Fax:    *    ) 
 Adaptation Licensee: Beijing
Gamease Age Digital Technology Co., Ltd. 
 Address: F 2-5, East Wing of Jingyan Hotel, No. 29 Shijingshan Road, Beijing 
 (Tel: 0101-62726666, Fax: 010-62702951) 
 The Licensor, Louis
Cha as Party A, intends to license the adaptation right for developing the computer online game software (“Adapted Software”) based on the Works (“Works”) pursuant to the term and provision hereunder, and the production right to
publish such Adapted Software worldwide excluding Taiwan and Japan to Beijing Gamease Age Digital Technology Co., Ltd. as Party B: 
  

	1.	The adaptation right of the computer online game indicated in the agreement between Party A and Party B means the right to adapt the Works, based on the story, the names of
characters and martial arts, into the computer online game software for Internet users and the right to publish such Adapted Software. Meanwhile, Party B has the right to use such Adapted Software for media promotion, including but not limited to
print media, network media, television media and so on. However, the license hereunder shall not conflict with Party A’s exclusive license outside of mainland China (excluding Hong Kong, Macao and Taiwan). 

  

	2.	The term (“Term”) of which Party B obtains the exclusive adaptation right in mainland China (excluding Hong Kong, Macao and Taiwan) shall start from * to * . Party B has
the right to translate the Adapted Software into various versions, such as English, Korean and traditional Chinese versions. If Party B translates the completed Adapted Software from the simplified Chinese version into other languages, Party B shall
notify Party A in writing and the Term can be extended for one year to prepare for the publication. However, whether Party B translates the Adapted Software into one or more languages, this Agreement can only be extended for one year for
non-exclusive publication. 

 The symbol ‘*’ in this exhibit indicates places where information has been omitted pursuant to a
request for confidential treatment and filed separately with the SEC. 








 Confidential Treatment Requested. Confidential portions of this document have been redacted and

 have been separately filed with the SEC. 
  


	3.	Party A shall guarantee the right to license the adaptation right of the Works. Other than the guarantees made in this Clause, Party A does not make any other guarantees related to
the Works and this Agreement. 

  

	4.	In consideration of the license under Article 1 to Article 3 hereunder, Party B agrees to pay Party A the license fee in the amount
of    *    and such fee has been paid by Party A’s affiliate, Beijing Fire Fox Digital Technology Co., Ltd. The tax payable by Party A shall be withheld by Beijing Fire Fox Digital Technology Co., Ltd and
the original certificate of withholding tax shall be provided to Party A. The Parties hereby agree that Party B no longer has the obligation to pay the aforementioned license fee. 

  

	5.	Party B shall not transfer the adaptation right to any third party but can authorize the third party to implement the publication right. 

  

	6.	Within the effective term of this Agreement, Party A could license to Party B the right to produce the accessory products for selling based on the developed pattern and model of the
Adapted Software, such as character’s toy, cloth, stationery and so on to the extent of the Adapted Software, excluding mobile games. After the effective term of this Agreement, Party B shall not continue producing the accessory products, but
the accessory products already produced can continue to be sold. 

  

	7.	If Party B cannot complete the adaptation of the Works within the Term, this Agreement would become invalid automatically, and Party B shall not adapt the Works or produce, or
continue adapting and producing it into a computer online game software after the Agreement becomes invalid. The license fee already paid by Party B shall belong to Party A and will not be paid back to Party B. 

  

	8.	The Adapted Software completed within the Term can continue to operate and be maintained. No upgraded version can be made after the Term. As for the accessory products already
produced under Article 6 of this Agreement and any completed Adapted Software within the Term, the publication rights and sale rights shall belong to Party B and will not be limited by the Term. 

  

	9.	Party B shall indicate prominently that the author of the Works is Louis Cha on the publication cover at the beginning of each set of Adapted Software in mainland China and on the
package cover of the Adapted Software sold. Party B shall indicate the following copyright announcement: 

 “This computer
online game software is adapted by the Duke of Mount Deer of Louis Cha. Louis Cha owns all the copyright for the Duke of Mount Deer and any infringement is forbidden.” (The copyright of computer online game software shall belong to Party B)

 The symbol ‘*’ in this exhibit indicates places where information has been omitted pursuant to a request for confidential treatment and filed
separately with the SEC. 








 Confidential Treatment Requested. Confidential portions of this document have been redacted and

 have been separately filed with the SEC. 
  


	10.	Party B shall ensure that the software in compliance with the noble-minded and moral standard and shall protect the Works’ public reputation. Party B shall provide the
beginning of the Adapted Software and the scene using the name of the Works for Party A’s review. The Adapted Software can only be sold upon the approval of Party A. 

  

	11.	The adapted computer online game software completed in various languages and its various accessory products shall be provided to Party A in two sets of each, free of charge, for its
record. 

  

	12.	Party B acknowledges and understands, before or after the execution of this Agreement, Party A may have licensed the adaptation right of the computer online game software,
publication right, or similar rights (unless otherwise provided in Article 2) to a third party. Party A will not be liable to indemnify Party B for any damages or losses. 

  

	13.	Party B acknowledges and understands that Party A has entered into an agreement with Japan Dentsu Inc. and an online game software to license the exclusive right to develop online
game software based on the Jin Yong Works, and such software can be exclusively developed and published in Japan and non-exclusively published in China, Hong Kong and Taiwan, and exclusively produced and published in other regions. The Works is also
included in the Jin Yong Works. Party B agrees not to claim any indemnification against Party A for any effect caused by the above agreements. 

  

	14.	The time limitation in this Agreement shall be an integral part of this Agreement. 

  

	15.	This Agreement is made and executed in accordance with the laws of the People’s Republic of China and any dispute arising out of this Agreement shall be settled in the
People’s Court in Haidian District of Beijing. The judgment shall be binding upon the Parties. 

  

	16.	This Agreement is made in three original copies. Party A holds one original copy and Party B holds two original copy. Upon the execution by both Parties, this Agreement would take
effect. 

 (No Text Below) 








 Confidential Treatment Requested. Confidential portions of this document have been redacted and

 have been separately filed with the SEC. 
  

 Licensor: Louis Cha 
 /s/ Louis Cha 
 (Signature) 
 Date:
February 4, 2008 
 Licensee: Beijing Gamease Age Digital Technology Co., Ltd. 
 (SEAL)