exv10w08






Exhibit 10.08




Amended and Restated Sales Agency Agreement on Promotion of Shanda Games Pre-paid

Cards and Sheng-fu-tong System Marketing




This Agreement is entered into by and between:



Shanghai Sheng-fu-tong E-commerce Co., Ltd., located at 208 Juli Road, Pudong New Area, Shanghai,
hereinafter referred to as “Party A”; and



Shanghai Shulong Technology Development Co., Ltd., located at No. 1 Building, 690 Bibo Road,
Pudong New Area, Shanghai; Nanjing Shulong Computer Technology Development Co., Ltd., located at
No. 1 Building, 690 Bibo Road, Pudong New Area, Shanghai; Shanghai Shulong Computer Technology
Development Co., Ltd. , located at No. 1 Building, 690 Bibo Road, Pudong New Area, Shanghai;
hereinafter collectively referred to as “Party B”.



Party A and Party B may hereinafter collectively referred to as the “Parties” and, individually
referred to as the “Party”.



Whereas,





	1.	 	Party A, a company incorporated and existing under the laws of the People’s Republic of
China (the“PRC”), is a nationwide professional marketing and payment service provider for
interactive entertainment products. Party A has duly caused its authorized representative to
enter into this Agreement.
	 
	2.	 	Party B, a company incorporated and existing under the laws of the PRC, is the largest
online games operator in the PRC. Party B has been licensed and qualified to operate and sell
online game products. In the meantime, Party B has the legitimate rights to operate and
charge a large number of online games in the Mainland of the PRC. Party B has duly caused its
authorized representative to enter into this Agreement.
	 
	3.	 	In order to exploit online games markets in the PRC, to provide the users with more
services, and to make use of their respective advantages sufficiently, the Parties are
willing to cooperate with each other based on their respective professional expertises.





NOW THEREFOR, it is hereby agreed as follows:



     The Parties have reached, and would like to abide by, the following terms and conditions in
respect of the following cooperation through friendly negotiation, on the



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basis of equal footing, mutual benefits and complete willingness, in accordance with relevant
laws and regulations of the PRC.




			
	1.	 	Terms and Definitions






	1.1.	 	“Products” shall mean all billable products, features and services of all online games
versions owned or provided by Party B in the Term of this Agreement. The Products hereunder
can be charged by the means of including but not limited to physical cards, virtual cards,
Esales, B2C bank-card payment, mobile payment and all other payment forms.
	 
	1.2.	 	“Sheng-fu-tong System” shall mean the online payment system that has been developed and
designed by Party A, and Party A’s integrated offline channel system, through which the
professional marketing and payment services can be provided for all kinds of interactive
entertainment products. Party A’s marketing and payment services hereunder can be provided
through its website platform (pay.sdo.com) and its offline channel system (including but not
limited to its regional representative offices and regional contractual agents).
	 
	1.3.	 	“Shanda Interactive Entertainment Cards” shall mean a kind of marketing and payment service
media for interactive entertainment products, which has been developed and designed by Party
A. The one-stop payment services can be provided for online games and interactive
entertainment contents through online direct payment technology interface. The Shanda
Interactive Entertainment Cards include but not limited to physical cards and virtual cards
with various face value, and can be charged through the Esales as well.
	 
	1.4.	 	“Physical Cards” shall mean the user prepayment cards, a kind of physical cards with numbers
and codes, and representing certain face value, which need to be produced and processed and
are used for paying for the user consumptions or services. The Physical Cards include but not
limited to the user prepayment cards with various face value and the packaged user prepayment
cards with various face value.
	 
	1.5.	 	“Virtual Cards” shall mean the user prepayment cards, a kind of intangible (virtual) cards
with numbers and codes, and representing certain face value, which do not need to be produced
or processed and are used for paying for the user consumptions or services. The Virtual Cards
include but not limited to the user’s prepayment cards with various face value and the
packaged user prepayment cards with various face value.
	 
	1.6.	 	“Esales Services” shall mean a kind of services, based on which the Products can be plugged
into the Shanda Interactive Entertainment Cards Platform. Esales is a kind of virtual online
charge form, through which the end users can




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	 	 	directly pay certain amount to their accounts on the games platfom by using their prepayment
cards at the charge sides of Party A and Party B after the charge billing servers of Party A
and Party B are connected.






	1.7.	 	“B2C Bank-cards” shall mean all kinds of bank cards (including the credit cards, debit cards
and savings cards that have been equiped with internet payment functions). The end users can
pay for the Products or services on the internet by using these bank cards.
	 
	1.8.	 	“Marketing and Promotion Services” shall mean the charging and promotion services based on
Party A’s Sheng-fu-tong System, through which Party A can charge the Products, features
related to the Products and services provided by Party B in the Authorized Region.
	 
	1.9.	 	“Authorized Region” shall mean the People’s Republic of China.






			
	2.	 	Agreements






	2.1.	 	Cooperation Project: Party B authorizes Party A to sell Shanda Games Pre-paid Cards as its
exclusive agent during the Term of this Agreement. For improving the experiences of the users, Party A
may sell the Shanda Games Pre-paid Cards in the form of Shanda Interactive Entertainment Cards,
and let the users to pay the Products by using the Shanda Interactive Entertainment Cards
through its Sheng-fu-tong System. The Shanda Interactive Entertainment Cards and the Shanda
Games Pre-paid Cards can be converted through the backend system developed by Party A.
	 
	2.2.	 	In the event that Party B fails to perform or circuitously avoid any of its obligation under
this Agreement, or detach its rights and obligations hereunder or to do so circuitously, all
revenues and benefits arising therefrom shall be owned by Party A.
	 
	2.3.	 	The Parties have agreed that Party B may carry out the marketing activities for the Products
through promotion, advertising and gift-giving, but shall not engage in any direct or indirect
sales of the Products. In the event that the Parties negotiate on the strategies in respect of
the issuance, promotion and advertising of the game products, such strategies shall be agreed
and made in an appendix to this Agreement.
	 
	2.4.	 	The Parties have agreed that Party B agrees to accept the payment by Party A or its
designated person, and that Party B treats the payment by such designated person as the
performance of Party A’s payment obligations hereunder. However, the payment by such
designated person, which has been agreed by Party B, shall not create the assignment of Party
A’s rights and obligations




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	 	 	hereunder to such designated person.






			
	3.	 	Technical Realization






	3.1.	 	For allowing the end users to pay the Products through Physical Cards, Virtual Cards, bank
cards and Esales, and to recharge their game cards, Party A shall provide the Sheng-fu-tong
System and technical supports.
	 
	3.2.	 	Party B shall charge the fees on its dedicated official web sales areas (including linked
areas), dedicated charge areas (including linked areas), dedicated channel agency areas
(including linked areas) through the platforms provided by Party A. In order to provide the
consumers with services and to maintain the game servers, Party B shall establish its own
official platforms. In the meantime, Party A shall provide the charging services and maintain
the charging platforms for Party B’s official platforms.
	 
	3.3.	 	Party A shall make dedicated charge, card-purcase and bank-card value-store websites for
Party B’s official websites, and such websites shall be directly linked to related platforms
of Party A, according to which the same charging service functions can be provided on the
platforms of Party A and Party B simultaneously.
	 
	3.4.	 	Party A shall provide Party B with technical connection documents and free technical services
for assisting Party B’s technical personnel to complete the technical interface connection.
For the purpose of the Esales functions of the Sheng-fu-tong System, Party B shall assist
Party A to complete the Esales interface connection and tests of and to the websites and
servers of the Parties within ten (10) working days after this Agreement is entered into.
Thereafeter, the users can make direct online payment from time to time through Sheng-fu-tong
System of Party A without logging on Party B’s servers.






			
	4.	 	Physical Cards and Copyrights






	4.1.	 	For the purpose of this Agreement, the Party is entitled to use the name and logo of the
other Party under free of charge for the advertisement and production of Physical Cards after
this Agreement is entered into; however, any such use shall not create any assignment of
intellectual properties in such name and logo.
	 
	4.2.	 	During the Term of this Agreement, Party A is entitled to own the copyrights in relevant
product layout designs on its website and in the layouts of the Physical Cards, but the
copyrights in the logo, game photos and pictures of Party B that have used in the said layouts
shall be remained the property of Party B.
	 
	4.3.	 	All production costs of the Physical Cards of the single-joint-brand Shanda




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	 	 	Interactive Entertainment Cards (namely, any other information rather than Party B’s
information and Party A’s charge information shall not be included on such Physical Cards)
shall be borne by Party B. However, the production costs of the Physical Cards shall be borne
by Party A provided that Party B selects Party A’s multi-joint-brand cards (namely,
multi-party product information and Party A’s charge information will be covered on such
Physical Cards).






	4.4.	 	Party B authorizes Party A to add the pictures and information related to the Products on the
Physical Cards and the websites and advertising posters related to the Shanda Interactive
Entertainment Cards. In the meantime, Party B shall ensure that it has legitimate rights on
any such provided contents and information. Furthermore, Party B shall be liable for any
infringement that may be caused by any such provided contents and information.






			
	5.	 	Pricing, Settlement Process and Invoice






	5.1.	 	Settlement Price: The settlement price for the sales revenues recognized from the
Sheng-fu-tong System shall be determined subject to different types of Shanda Games Pre-paid
Cards. For more information on the settlement price, please refer to Appendix 6.2. Party A
shall pay Party B for the Shanda Games Pre-paid Cards sold through the Sheng-fu-tong System
subject to corresponding price.
	 
	5.2.	 	Sheng-fu-tong System Settlement Process: Party B shall unconditionally provide the user
recharge requests given through Party A’s Sheng-fu-tong System. Party A shall be responsible
for checking the traded volume of the Shanda Games Pre-paid Cards, and then shall make a
settlement with Party B subject to this Agreement.
	 
	5.3.	 	Settlement Period: After all pre-paid amount has been consumed, the Parties agree to appoint
their persons to check the total traded volume for the immediately preceding month within ten
(10) working days from the beginning of each month. Thereafter, the Parties shall make a
settlement in RMB within five (5) working days (to be extended accordingly in case of public
holidays and Force Majeure) subject to the data statistics from the backend systems of and the
settlement price agreed by the Parties.
	 
	5.4.	 	Invoice: Party A shall provide full invoices with the collected value at the requests of the
end users. Party B shall provide Party A with the invoices with the monthly settled values.
	 
	5.5.	 	Party B’s Account Information:





Shanghai Shulong Technology Development Co., Ltd.



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Account Bank: Jing’An Branch of Shanghai Pudong Development Bank

Account Number: [***]

Contact: He Juan




Nanjing Shulong Computer Technology Development Co., Ltd.

Account Bank: Hunan Road Sub-branch of Nanjing Branch of China Merchants Bank

Account Number: [***]

Contact: He Juan




Shanghai Shulong Computer Technology Development Co., Ltd.

Account Bank: Dongfang Sub-branch of Shanghai Branch of China Merchants Bank

Account Number: [***]

Contact: He Juan





			
	6.	 	Rights and Obligations






	6.1.	 	Party A’s Rights and Obligations (in addition to its rights and obligations specified in
other sections) :
	 
	   6.1.1.	 	Party A shall be in strict compliance with the agency service methods specified in this
Agreement after it is qualified as a service provider and enters into this Agreement with
Party B.
	 
	   6.1.2.	 	Party A is obligated not to disclose any of the discount standards, pricing standards and
collection charges specified in this Agreement to any third party.
	 
	   6.1.3.	 	Party A shall be responsible for settling any customer complaints in relation to the service
process of Sheng-fu-tong System, and for bearing the liabilities related to such complaints.
	 
	6.2.	 	Party B’s Rights and Obligations (in addition to its rights and obligations specified in
other clauses) :
	 
	   6.2.1.	 	Party B shall undertake and ensure that the Esales interface provided to Party A’s system
is kept with date communication stability at any time, and that the charge information on the
joint-brand cards with various face value is accurate and effective, and that the
advertisements, dedicated sales areas, dedicated channel agency areas and dedicated charge
areas on the official website related to the Products are accurate and effective.
	 
	   6.2.2.	 	In the event that Party B’s inquiry interface stops working, Party B shall provide manual
customer services for settling the problems related to the recharges within twenty-four (24)
hours after Party A’s customer services




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	 	 	department submits the problem lists to Party B’s customer services department. In the
event that Party B’s inquiry interface stops working, or Party B is unable to provide
manual customer services or fails to settle the said problems within twenty-four (24)
hours, Party B shall acknowledge and accept any of Party A’s actions as follows:
	      6.2.2.1.	 	With the goal of ensuring the stable operation of the interface and solidifying the user
services, Party A is entitled to treat any such problems that have not been settled within the
agreed time as an unsuccessful handling, and any losses arising therefrom shall be borne by
Party B.
	 
	      6.2.2.2.	 	Party A is entitled to close the interface temporarily provide that the Products cannot be
charged substantially and Party B fails to provide inquiry services.
	 
	   6.2.3.	 	Party B shall be liable for any complaints and disputes arising out of the games, and for
settling any complaints from the customers that have been caused by it at its own costs.
	 
	   6.2.4.	 	Party B shall be responsible for the production, distribution and launch of promotion
articles (advertisements and posters). For supporting Party A’s promotional activities in
respect of the Products, Party B shall provide Party A with articles and materials under free
of charge, and deliver such articles and materials to the designated places at Party A’s
request.
	 
	   6.2.5.	 	Party B shall provide the persons designated by Party A with the daily simultaneously
average number of the charged online users of the Products and other relevant data for once
every month by e-mail or fax.
	 
	   6.2.6.	 	Party B shall be responsible for obtaining all licenses (referring to electronic publication
number, permits and product recording certificated issued by internet culture authorities) in
relation to the commercial (billable) operation of the Products from the General
Administration of Press and Publication of the PRC, the Ministry of the PRC and other
governmental authorities. In the meantime, Party B is obligated to append the copies of those
licenses to this Agreement for Party A’s recording. Party B shall ensure that the provided
game contents do not violate national decrees and regulations, nor infringe intellectual
properties and relevant rights and benefits of any third person. In case of any of the said
violation or infringement, Party B shall bear any consequence arising therefrom.
	 
	   6.2.7.	 	Party B shall be responsible for the stable operation, updates and maintenance of the
Products, and for the lease and set-up of server hardware and software, bandwidth of computer
rooms and servers. Party B shall update and upgrade the game products under operation, and
shall not reject any update or upgrade




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	 	 	without any unjustified reasons, unless otherwise there is evidence showing that the
updated and upgraded products provided by the game software supplier (developer) are
deficient or made with material defects, omission or errors, there are the contents that
may sufficiently or potentially lead to the reducation of the simultaneous online user
number, or the game software supplier (developer) fails to update and upgrade the software.
Any such updates and upgrades shall not break the software agency agreement by and between
Party B and the game software supplier (developer).






	   6.2.8.	 	Party B shall set up dedicated charge areas (dedicated sales areas of Shanda Interactive
Entertainment Cards, dedicated sales areas of cards and pokers), dedicated sales areas and
dedicated agency areas on the official website for Party A. For showing Party A’s standing and
identity as a service provider to Party B, and for showing Party A’s logo and linkage on the
visual, Party B shall prominently place the same on its product advertising articles, official
website, all web-pages and product cards (such as the home pages on Party B’s website and
official website of the game products hereunder). Party B shall leave relevant advertising
room for Party A on the home page of its official website and dedicated marketing areas.






			
	7.	 	Term






	7.1.	 	This Agreement is valid for five years (60 natural
months) from the date when this Agreement is duly entered
into by the Parties. Upon the expiration of the Term, this Agreement
shall be extended for another year provided that no party gives a
written objection ninety days prior to
the expiration of the Term.






			
	8.	 	Confidentiality






	8.1.	 	The Party shall take any measures necessary to avoid any unauthorized disclosure, use or
publication of the trade secrets obtained from the other Party during the cooperation, or to
avoid the same obtainable by any unauthorized person.
	 
	8.2.	 	The Party obtaining the trade secrets (hereinafter referred to as “Obtaining Party”) shall
not reproduce or copy, in whole or part, the said trade secrets that have been disclosed by
the other Party (hereinafter referred to as “Disclosing Party”) without prior authorization of
the Disclosing Party or any permission under this Agreement. The Obtaining Party shall return
all trade secrets to the Disclosing Party or destroy such trade secrets upon receipt of
written consents from the Disclosing Party after this Agreement is terminated.
	 
	8.3.	 	The Obtaining Party shall use the trade secrets subject to this Agreement. Furthermore, the
Obtaining Party has caused or will cause its employees and




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	 	 	consultants who have been told such trade secrets to enter into a confidential contract
covering the contents materially similar to the confidential obligations in this section.






	8.4.	 	The Parties have agreed to keep all settlement price and other sensible information involved
in this cooperation strictly confidential. In case any disclosure of any such information is
caused by the Party, such Party shall be liable for such disclosure.
	 
	8.5.	 	This section shall survive for two (2) years after this Agreement is performed, irrespective
of whether this Agreement is invalid in whole or part.






			
	9.	 	Liability for Breach of This Agreement






	9.1	 	Save for the breaches and Breaching Liability specified in other terms of this Agreement, the
Breaching Party of other breaches hereof shall promptly terminate its breaches from the date
when it receives the written notice requesting it to correct its breaches from the
Non-breaching Party. In the event that the Non-breaching Party sustains any losses arising out
of the breaches of the Breaching Party, the Breaching Party shall indemnify any such losses
sustained by the Non-breaching Party within five (5) days, including but not limited to direct
losses, indirect losses, and all reasonable expenses arising from such indemnification;
	 
	9.2	 	The “Force Majeure” refers to such events as are unforeseeable, the occurrence and
consequences arising out of which can not be avoidable or controllable. Save for the
circumstances specified in Article 10.1 hereof, any Party shall be exempted from bearing the
other Party’s losses arising out of its failure or delay to perform its obligations hereunder
by virtue of the Force Majeure. In case of any occurrence of the Force Majeure events, the
Party affected by such Force Majeure event (the “Affected Party”) shall promptly notify the
other Party of such event as soon as possible, and shall provide the other Party with the
documents verifying the occurrence of such Force Majeure event effectively within fifteen (15)
days upon the occurrence of such event. The Affected Party shall actively take effective
measures to reduce the other Party’s losses that may be caused by its failure or delay to
perform its relevant obligations hereunder. The extended time for the performance of any
delayed obligations of any Party meeting the Force Majeure shall equal to the time in which
such Force Majeure lasts.
	 
	9.3	 	The Force Majeure includes but not limited to any of the following circumstances that affect
the normal operation of the network:
	 
	   9.3.1	 	The loss of information or records caused by the destroy, paralysis or




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	 	 	abnormal use of the computer system;






	   9.3.2	 	Serious impacts arising out of the technical adjustment of the Telecommunication Sector; and
	 
	   9.3.3	 	Provisional closure caused by the governmental regulations.






			
	10.	 	Termination






	10.1	 	This Agreement shall be valid and binding upon the Parties as soon as it is entered into. No
Party can terminate this Agreement provided that none of the following circumstances occurs:
	 
	   10.1.1	 	Any Party fails to perform its obligations hereunder for three (3) consecutive months due
to the Force Majeure; in such case, the other Party is entitled to notify such Party of
recovering the performance of this Agreement within thirty (30) days. In the event that the
Party so affected by the Force Majeure (the “Affected Party”) is unable to recover the
performance of this Agreement within thirty (30) days upon the sending of the said notice, the
Party sending such notice is entitled to notify the Affected Party of the termination of this
Agreement fifteen (15) days in advance;
	 
	   10.1.2	 	In the event that any Party breaches this Agreement seriously (the “Breaching Party”), the
Party who has not breached this Agreement (the “Non-breaching Party”) is entitled to notify
the Breaching Party of correcting its breaches within thirty (30) days. In the event that the
Breaching Party fails to correct its breaches within thirty (30) days upon the sending of the
said notice, the Non-breaching Party is entitled to notify the Breaching Party of the
termination of this Agreement fifteen (15) days in advance;
	 
	   10.1.3	 	In the event that any Party is declared to be bankrupt or insolvent (the “Bankrupt or
Insolvent Party”), the other Party is entitled to notify the Bankrupt or Insolvent Party of
ending its bankruptcy or insolvency within thirty (30) days. In the event that the Bankrupt or
Insolvent Party is unable to end its bankruptcy or insolvency within thirty (30) days upon the
sending of the said notice, the Party sending such notice is entitled to notify the Breaching
Party of the termination of this Agreement fifteen (15) days in advance; or
	 
	   10.1.4	 	In the event that some key terms in this Agreement are in violation of China’s laws, or the
Parties fail to reach a consensus on the modification of such terms within thirty (30) days,
any Party is entitled to notify the other Party of the termination of this Agreement fifteen
(15) days in advance.




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	10.2	 	This Agreement can be terminated upon the consensus of the Parties.






			
	11.	 	Miscellaneous






	11.1.	 	The Parties have understood and agreed that each Party is an independent contractor. No
provision in this Agreement constitutes a partnership or joint venture relationship between
the Parties.
	 
	11.2.	 	Notice: Any notice required or allowed by this Agreement shall be made in writing and sent
to the address of the other Party specified in this Agreement by mail or fax. Such notice
shall be deemed to be served on the date when it is signed and accepted by the employee of the
other Party or is faxed successfully.
	 
	11.3.	 	Anything not covered herein or any provision herein needed to be supplemented, altered or
modified by virtue of the business development shall be made in a written supplementary
agreement upon the negotiation of the Parties. The said supplementary agreement shall come to
effect after it is entered into and sealed by the Parties, and such supplementary agreement
shall have the same effect and force with this Agreement.
	 
	11.4.	 	The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of the remaining provisions of this Agreement.
	 
	11.5.	 	The conclusion, validity, interpretation, performance, termination and dispute resolution
of, to and arising out of this Agreement shall be governed by the laws of the PRC. Any dispute
arising out of the performance of this Agreement shall be resolved through friendly
negotiation in the first instance; if not reached, the Party may institute such dispute to the
People’s Court at the residence of Party A.
	 
	11.6.	 	Party B has hereby undertaken that it will appoint Party A to act as its service provider in
respect of other versions that may be introduced, developed and updated in relation to the
Products, and that other products that it is qualified to operate shall be cooperated with
Party A.
	 
	11.7.	 	This Agreement and its appendixes are made in five (5) copies, two (2) of which will be held
by Party A, and three (3) of which will be held by Party B. Each copy shall have the same
force and effect with the other copies. This Agreement comes to effect after it is duly signed
and sealed by the authorized representatives of the Parties.





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[(No Text In The Following) Signature Page Follow]



IN WITNESS WHEREOF, the Parties have duly caused their authorized representatives to execute this
Agreement on the date first written above.



Party A:

Shanghai Sheng-fu-tong E-commerce Co., Ltd. (Seal)




Signed by Authorized Representative:

Address: 208 Juli Road, Pudong New Area, Shanghai (201203)

Fax:

Tel:




Party B:

Shanghai Shulong Technology Development Co., Ltd. (Seal)




Signed by Authorized Representative:

Address: No. 1 Building, 690 Bibo Road, Pudong New Area, Shanghai (201203)

Fax:

Tel:




Nanjing Shulong Computer Technology Development Co., Ltd.



Signed by Authorized Representative:

Address: No. 1 Building, 690 Bibo Road, Pudong New Area, Shanghai (201203)

Fax:

Tel:




Shanghai Shulong Computer Technology Development Co., Ltd.



Signed by Authorized Representative:

Address: No. 1 Building, 690 Bibo Road, Pudong New Area, Shanghai (201203)

Fax:

Tel:




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Appendix 1: Settlement Price Payable to Party B:



[***]





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