exv10w19




Exhibit 10.19


Contract No: YOJCHO7136




SOFTWARE LICENSING AGREEMENT




The parties to this agreement are:





	A.	 	Actoz Soft Co., Ltd. (“Licensor”), whose principal place of business is Unsuk B/D 4th
Floor. 132-3 Sung Buk-Dong Sung Buk-Gu, Seoul, Korea 136-020.
	 
	B.	 	Shanghai Shanda Internet Development Co., Ltd. [Chinese name] (“Licensee”), whose
principal place of business is A-31, Guoshoujin Rd., Zhangjiang Hi-tech Park, Shanghai, China,
200122, P.R.C.
	 
	C.	 	Shanghai Pudong New Area Imp. & Exp. Corp. [Chinese name] (“Import Agent”), whose
principle place of business is No. 843 Wen Deng Road, Shanghai, china 200120, P.R.C.





I. SOFTWARE





	 	1.01.	 	The computer software, which is the subject of this Agreement, consists of the following:






	 	(1)	 	A single computer program whose name or title is as follows: Legend of Mir II.
	 
	 	(2)	 	The program will be provided in the following medium: CD-ROM Title & INTERNET (complete
with client and server). The detailed list of program is in Appendix II.
	 
	 	(3)	 	The program is designed to perform the following functions: ON-LINE GAME SERVICE.
	 
	 	(4)	 	The program is provided as follows: Subject code language only (application program)






	 	1.02.	 	The license created by this Agreement also includes related printed documentation, image
files and films, including manuals covering the installation, application and use of the
computer program and published specifications and trademark, logo and any artwork related to
Legend of Mir.
	 
	 	1.03.	 	The license also includes subsequent improvements to either the computer program or the
related printed documentation made by the Licensor.
	 
	 	1.04.	 	All of the materials described in the preceding paragraphs of this article are hereafter
referred to as “Software.”





II. LICENSE GRANT AND APPLICATION





	 	2.01.	 	Licensor hereby grants and Licensee accepts the sole and exclusive license to use, promote,
distribute, market adapt or modify, and convert the Chinese language version of the Software
subject to the conditions and the period specified herein. The server will be located in
Mainland China and Hongkong only.






	 	(1)	 	The translation of the Software shall be done by the Licensor.
	 
	 	(2)	 	The translation of game manual shall be done by the Licensee.




 









 












	 	(3)	 	Building a home page for the game shall be done by the Licensee.






	 	2.02.	 	The license granted herein applies only to the territory of Mainland China, the People’s
Republic of China and Hong Kong (hereinafter referred to as “China”). Licensee has the right
to appoint a general agent in Hongkong with the permission to utilize, promote, market and
distribute this software within the region.
	 
	 	2.03.	 	The license granted herein shall remain in force for the minimum term of TWO YEARS starting
from the beta service in China. Unless either party sends a written notice to the other party
stating that it does not want to renew this Agreement within sixty (60) days prior to the
expiration of this Agreement, this Agreement will be automatically extended for a further term
of one year.
	 
	 	2.04.	 	Licensee has the unrestricted right to copy and distribute the client side of the Software.
	 
	 	2.05.	 	Licensor shall notify Licensee when an updated version of the computer program portion of
the Software has been designed and is available for distribution and shall provide Licensee
with the originals of the client and server side of the updated Software as soon as they are
available. No expenses should be charged for any updated versions. All the rights related to
the updated, modified, or upgraded materials which will be performed during the term of this
contract belong to the executant.
	 
	 	2.06.	 	If Licensor stops providing the service of the Software in the Korean Market, the Licensor
shall give to Licensee at least those updates requested by Licensee to continue the service.
	 
	 	2.07.	 	During the term of this Agreement, in the event that the Licensor intends to develop a
Sequel and /or a pure subsequent versions the Licensor shall give Licensee a right of first
negotiation for the exclusive promoting, user marketing and distribution rights for China in
respect of such a Sequel.
	 
	 	2.08.	 	Licensee should provide the Licensor with the price scheme including the price for CD and
the price for service of the legend of mir II in China all the time.
	 
	 	2.09.	 	Licensor shall not provide service of the sequels of the Legend of Mir II in mainland China
and Hongkong within one year after this contract.





III. PROPERTY RIGHTS





	 	3.01.	 	Title to the Software is reserved to the Licensor. Licensee acknowledges that Licensor is
and shall remain the owner of the Software.
	 
	 	3.02.	 	Licensee acknowledges that the Software is confidential in nature and constitutes a trade
secret belonging to Licensor. Licensee agrees not to distribute or transfer the Software
either during the term of this agreement and two years thereafter, but Licensee may freely
copy and distribute the client side of the Software. Transfer and distribution to the
Licensee’s Hongkong General Agent is permitted by this Agreement.
	 
	 	3.03.	 	During the term of this Agreement, Licensee agrees to keep the Software at a secure place
under access and use restrictions designed to prevent disclosure of the Software to
unauthorized persons and not less strict than those applicable to Licensee’s own trade
secrets.




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	 	3.04.	 	Licensee further agrees to instruct its personnel to keep the Software confidential by using
the same degree of care and discretion that they use with other data designated by Licensee as
confidential.





IV. PAYMENT





	 	4.01.	 	In payment for the license granted under this Agreement, Licensee shall assign the “Import
Agent” to perform payment to Licensor an installation fee of US$ 300,000 and a monthly royalty
fee payable on the fifteenth day of each month whose method of payment is set forth in Exhibit
“1.”
	 
	 	4.02.	 	All the costs related to assigning “Import Agent” and the fees “Import Agent” charges for
the money transfer shall be the responsibility of the Licensee.
	 
	 	4.03.	 	Where tax is levied by tax authorities of China in respect of the payment to be made by
Licensee to Licensor, Licensee shall deduct such taxes from payment made to Licensor and shall
send to the Licensor tax certificates or other official documents within one (1) month after
the respective payment which certify the payment by Licensee of such tax on behalf of
Licensor.
	 
	 	4.04.	 	Except for force majeure. Licensee takes the full responsibility to make sure that “Import
Agent” performs the payment as required.





V. DELIVERY, INSTALLATION AND TRAINING





	 	5.01.	 	Licensor shall deliver the original of the client and server side of the Software (the
Chinese Version) to Licensee no later than Sept 1, 2001. The parties may mutually agree to
change this date. At Licensee’s request, Licensor shall also provide the Software by computer
transmission.
	 
	 	5.02.	 	Licensee shall do all the translations related to the software including game manuals, home
pages, advertising materials, game command lists etc except the translation of the software
itself.
	 
	 	5.03.	 	Licensor shall deliver all the documents in English or Korean which are necessary for the
service to Licensee no later than the 15th of July, 2001. Licensee shall deliver all the
translated materials to the Licensor no later than the 4th of Aug, 2001. If the installation
of the Software is deferred due to the late delivery of the translated materials, the Licensor
takes no responsibility on that respect.
	 
	 	5.04.	 	Licensor shall be responsible for the installation of the Software as needed. Licensor will
provide technical services in connection with the installation and maintenance of the Software
at Licensee’s site at no additional charge throughout the term of this Agreement. Licensor is
responsible for eliminating all viruses or other deficiencies including deficiencies of the
system security in the Software throughout the term of this Agreement. If it is necessary for
Licensor to travel to Licensee’s office in China, traveling cost to the Licensee’s office is
the responsibility of the Licensor. The specific installation time, place and standards are
set forth in Appendix V.
	 
	 	5.05.	 	Licensor shall provide Licensee with reasonable technical orientation and training. The
training schedule, place and contents are set forth in Appendix VI. Traveling cost to
Licensor’s office is the responsibility of the Licensee.




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VI. WARRANTIES





	 	6.01.	 	Licensor warrants that it has good title to the Software and the right to license its use to
Licensee free of any proprietary right of any other party or any other encumbrance whatsoever.
Copyright Certificates for this Software is attached in Appendix I.
	 
	 	6.02.	 	Licensor shall indemnify and hold Licensee free and harmless against any and all loss,
liability, penalty, damage or expense (including reasonable attorney’s fees) resulting from
any claim or suit by any third party against Licensee alleging infringement of trade secrets,
copyrights, patents, trademark, trade name or other proprietary rights in each case, so long
as such claim or suit is based upon Licensee’s use of the Software and its related documents
provided by Licensor.
	 
	 	6.03.	 	Licensor warrants that the Software shall conform to the Licensor’s published functional
specifications when delivered to Licensee. Licensor shall provide programming services to
correct Software defects that cause the Software to fail to conform to Licensor’s published
functional specifications. The technical parameters and functions of the Software are set
forth in Appendix III and IV.
	 
	 	6.04	 	Licensor undertakes that no logical bombshell exists in this Software and an effective system
has been established inside to prevent illegal intrusion. Without the permission of the
licencee, the Licensor shall not make any actions of a nature which causes amendments on the
Software installed in the sever which is provided by the Licensee.





VII. TERMINATION





	 	7.01.	 	The license granted herein shall be terminated upon the occurrence of any of the followings:






	 	(A)	 	Expiration of the term specified herein, or any optional renewal
term;
	 
	 	(B)	 	Unauthorized disclosure of the Software to a third party other
than Licensee’s Hongkong Agent.
	 
	 	(C)	 	Failure to pay the monthly licensee fee for two consecutive
months;
	 
	 	(D)	 	Cessation of business by the Licensee.
	 
	 	(E)	 	Licensee suffers bankruptcy, whether voluntarily or involuntarily.






	 	7.02.	 	Licensee agrees that upon termination of the license, it shall return the original versions
of the Software to Licensor and all the Software related databases.






	 	7.03.	 	Licensee shall have the right to terminate this Agreement in the event that (i) the game
server stops due to Licensor’s material breach and fails to restart the server within ten (10)
days of the Licensee’s written notice to cure; or (ii) the Licensor ceases or terminates its
business, or its marketing of the Software and fails to cure within ten (10) days after
receipt of notice, or suffers bankruptcy, whether voluntarily or involuntarily, or any other
reorganization, or an arrangement is made on behalf of Licensor’s creditors or fails to cure
its deficiencies which can cause shut-down of the game server within ten (10) days after
receipt of notice or (iii) the Licensor infringes or violates any terms, guarantee clauses or
obligations made in this agreement.




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VIII. GENERAL TERMS AND CONDITIONS





	 	8.01	 	Any notice required or permitted to be given to either party under this Agreement shall be
delivered in written (including Facsimile) via express mail service or fax to the address
below. The notice will take effect 72 hours after the mail is received by the express mail
service company or 24 hours after the send-out of the fax.
	 
	 	 	 	Actoz Soft Co., Ltd. (“Licensor”)
	 
	 	 	 	Unsuk B/D 4th Floor, 132-3 Sung Buk-Dong Sung Buk-Gu, Seoul,
	 
	 	 	 	Korea 136-020.
	 
	 	 	 	tel : +82-2-743-8260
	 
	 	 	 	fax : +82-2-743-8261
	 
	 	 	 	Shanghai Shanda Internet Development Co., Ltd. (“Licensee”)
	 
	 	 	 	14/F, POS Plaza, 1600 Century Avenue, Shanghai, 200122, P.R.C.
	 
	 	 	 	tel : +86-21-58312822
	 
	 	 	 	fax : +86-21-58312822
	 
	 	 	 	SHANGHAI PUDONG NEW AREA IMP. & EXP. CORP. (“Import Agent”)
	 
	 	 	 	2/2FL, Yanlord Plaza, No.92 Mao Xing Road, Shanghai, 200127, P.R.C.
	 
	 	 	 	tel:+86-21-5870-1181
	 
	 	 	 	fax:+86-21-5839-6111
	 
	 	8.02.	 	Licensee shall not assign or otherwise transfer its rights under this agreement, nor
transfer or assign the Software without the prior written consent of the Licensor with the
Hongkong Agent as an exception.
	 
	 	8.03.	 	This Agreement may be modified only by a written agreement duly executed by persons
authorized to execute agreements on their behalf.
	 
	 	8.04.	 	This Agreement shall be governed and construed by in accordance with the laws of Singapore.
All disputes arising under this Agreement shall be submitted to final and binding arbitration.
The arbitration shall be held in Singapore in accordance with the Rules of Arbitration of the
International Chamber of Commerce.
	 
	 	8.05.	 	This Agreement constitutes the entire agreement between the parties and is a complete and
exclusive statement of the mutual understanding of the parties. It supersedes and cancels all
previous written and oral agreements and communications relating to the subject matter of this
agreement.
	 
	 	8.06.	 	The term of this Agreement are confidential. Neither party shall disclose to any third party
except Hongkong General Agent, its terms during the term of this Agreement and two years
thereafter.
	 
	 	8.07.	 	In the case either party infringes or violates any terms, guarantee clauses or obligations,
is liable for and will indemnify the aggrieved party from and against all loss. The
agreement-abiding party has the right to require the delinquent party to make proper remedies
to continue Agreement before the completion of indemnities or remedies by the delinquent
party, the agreement-abiding party has no obligations to fulfill the actions required by the
Agreement but is still entitled to the rights under the Agreement.
	 
	 	8.08.	 	This Agreement and its Appendices bear the same legal effect.





Executed on 29th of June 2001 at the licensor’s office in Shanghai, China.




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	LICENSOR

	 	LICENSEE	 	 
	 
	 	 	 	 
	By: /s/ JongHyun Lee
 


	 	By: /s/ Tim Chan
 

	 	 
	JongHyun Lee

	 	Tim Chan	 	 
	CEO & President

	 	CEO & President	 	 
	 
	 	 	 	 
	 

	 	[SEAL]	 	 
	 
	 	 	 	 
	IMPORT AGENT
	 	 	 	 
	 
	 	 	 	 
	By: /s/ Shao Jan Nan
 


	 	 	 	 
	Shao Jan Nan
	 	 	 	 
	General Manager
	 	 	 	 
	 
	 	 	 	 
	[SEAL]
	 	 	 	 






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EXHIBIT ONE



Payments will be made by Import Agent on behalf of Licensee to Licensor as follows:





	1.	 	For the right to distribute the Software in China, Licensee shall pay a non-refundable fee of
300,000 US dollars (Cases stated in Clause 7.03 shall be considered as exception) to Licensor
as an installation fee at the signing of this contract. But with mutual consent, the payment
schedule of the fee can be adjusted






	2.	 	Licensee will pay royalties to Licensor as follows:






	 	A.	 	The royalty will be paid only when the commercial service is being provided.
	 
	 	B.	 	The commercial service should start no later than 3 months after installation of
the software to the Licensee’s servers.
	 
	 	C.	 	The royalty rate is 27% of total sales of the Software.
	 
	 	D.	 	The total sales include the sales of CDs, prepaid cards and any other forms of
sales of the Software which shall not include sales expenses for distributors.
	 
	 	E.	 	True and correct accounts shall be kept by the Licensee and maintained at the head
office of the Licensee. And all the money due under this Agreement shall be paid to Licensor
within 2 weeks after the end date of each month.
	 
	 	F.	 	All the payment is paid in U.S Dollars: the exchange rate is based on the rate
published by the HSBC, Shanghai on the end date of each month.




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APPENDIX





			
	Appendix I:	 	Copyright Certificates for this Software






			
	Appendix II:	 	Language for the Software program client program : Boland Delphi4

Server program (including installation program and installation documents) : Boland
Delphi4

Database : Boland Delphi4

Management program : Boland Delphi4






			
	Appendix III :	 	Technical parameters for Legend of Mir II





– MPOG (RPG):oriental back ground mixed with fantasy




– Client Requirements




     – Minimum Requirements: Pentium 233MHZ,Ram 64M,SVGA, Necessary HDD 400M



     – Recommended: Celeron 400Mhz,Ram 128M,SVGA, HDD 600M



– Developing Tools, Programming Language & Protocol




     – Server & Gateway: Borland Delphi4, Windows NT 4.0



     – Client: Borland Delphi4, Windows NT 4.0



     – Protocol: TCP/IP



– Server Specifications (Complete Configuration)




     – Login Serve : P-III 600Mhz, 10G, 128M



     – Game Server 1 : P-III 1Ghz Dual, 105G, 512M 1 Server per 2,000 Concurrent Users



     – Game Server 2 : P-III 1Ghz Dual, 105G, 512M



     – Game Server 3 : P-III 1Ghz Dual, 105G, 512M



     – DB Server : P-III 8000MHz, 20G, 256M



     – Gateway Server 1 : P-III 800Mhz Dual, 10G, 128M 1 Server per 1,400 Concurrent Users



     – Gateway Server 2 : P-III 800Mhz Dual, 10G, 128M



     – Gateway Server 3 : P-III 800Mhz Dual, 10G, 128M



     – Gateway Server 4 : P-III 800MHz Dual, 10G, 128M



– Sever Specifications (Basic Configuration for Beta Test)




     – Game Server : Login + Game + DB



     – Gateway Server



– Server OS: Windows 2000 Pro



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– Required Bandwidth




     – T1 covers 350 concurrent users



     – E1 covers 400 concurrent users



     – T3 covers 10,000 concurrent users



Appendix IV: list of the functions of the software



The manual provided by Atoz Soft Co., Ltd. is only a guidance for newcomers and does not give a
complete description on the functions that will be used by clients of above grade 11. We are
looking forward to a detailed and complete list of all the functions, including description on the
Guild, for the purpose to make convincing advertising.



Meanwhile, during waiting for the complete version, we have to take larger business risks and input
new capital investments. Therefore, we hope the a complete version of new functions, such as music,
can be provided so as to enable us to make decision instead of keep waiting.




APPENDIX V: INSTALLATION STANDARDS, TIME AND PLACE




Installation Place: Shanghai or Hongkong



Installation time: The licensor promises that the installation shall be no later than September
1st; in the case that the licensee provides server and bandwidth, the installation shall not last
more than 10 days. Installation standards: including but not limited to: clients can successfully
gain the identity to enter the Software



Clients can utilize the Software with no considerable difficulty or obstacles, and the content of
the Software is in accordance with the what stated in Appendix II and the client manual.




Server load is accordance with the technical standards.




The security of statistics is guaranteed.




APPENDIX VI: TRAINING SCHEDULE, PURPOSE AND PLACE:




Training place: Shanghai




Training time: Finishing no later than 10 days after the completion of the installation



Training purpose: Including but not limited to: Tasks able to be handled by licensee engineer and
GM: Independent Installation, testing of the server program,



Ensure the stability of daily operation, able to handle common technical emergency or accidents.
Give technical support to the payment system of the Software and the logging of all types of data.
GM can face clients directly and manage the daily operation of the whole Software independently and
use the management program with proficiency.




APPENDIX VII: RELATED ADVERTING MATERIALS AND TIME



The licensor shall give active support to the licensee to conduct advertising in mainland China and
provide licensee with materials including but not limited to: market advertising materials, current
outer packaging material, market promotion materials, website design material, advertising
pictures, Software introduction books and etc. The licensee has the right to utilize these
materials for commercial purposes.




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EXHIBIT TWO



Payments will be made by Import Agent on behalf of Licensee to Licensor as follows:





	1.	 	For the right to distribute the Software in China, Licensee shall pay a non-refundable fee of
300,000 US dollars to Licensor as an installation fee.






	 	A.	 	$100,000 shall be paid by the Licensee at the signing of this contract.
	 
	 	B.	 	$100,000 shall be paid by the Licensee at the start of Beta Test in China.
	 
	 	C.	 	The rest of the installation fee ($100,000) shall be paid by the Licensee within
2 months after the start of Commercial service in China.






	2.	 	Licensee will pay royalties to Licensor as follows:






	 	G.	 	The royalty will be paid only when the commercial service is being provided.
	 
	 	H.	 	The commercial service should start no later than 3 months after installation of
the software to the Licensee’s servers.
	 
	 	I.	 	The royalty rate is 27% of total sales of theSoftware.
	 
	 	J.	 	The total sales include the sales of CDs, prepaid cards and any other forms of
sales of the Software.
	 
	 	K.	 	True and correct accounts shall be kept by the Licensee and maintained at the
head office of the Licensee. And all the money due under this Agreement shall be paid to
Licensor within 2 weeks after the end date of each month.
	 
	 	L.	 	All the payment is paid in U.S Dollars; the exchange rate is based on the rate
published by the HSBC, Shanghai on the end date of each month.






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