Exhibit 4.48
 (CHINESE CHARACTURE)
    
    CLIFFORD CHANCE PTE LTD




---



##### 



(CHINESE CHARACTURE)
    
    CLIFFORD CHANCE PTE LTD
 CONTENTS
 CLAUSE
    
    PAGE1. DEFINITIONS
    
    
    12. PREFERENCE SHAREHOLDERS UNDERTAKING
    
    
    43. REPRESENTATIONS AND WARRANTIES
    
    
    44. BENEFIT FOR BLIZZARD AND REASONABLENESS
    
    
    45. SPECIFIC PERFORMANCE
    
    
    56. NOTICES
    
    
    57. COSTS AND EXPENSES
    
    
    68. ASSIGNMENTS AND SUCCESSORS
    
    
    69. PARTIAL INVALIDITY
    
    
    610. GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    611. RIGHTS OF THIRD PARTIES
    
    
    712. ENTIRE AGREEMENT
    
    
    7




---



##### 



THIS
DEED OF UNDERTAKING Deed
 Gigamedia Asia Pacific Limited Preference Shareholder
  Blizzard Entertainment International Blizzard
 WHEREAS:
 (A)
    
    The Preference Shareholder is a shareholder of the Company, which in turn owns 100% of the
 shares in Monsoon.
 (B)
    
    Blizzard has agreed to license certain game products to Monsoon in accordance with the terms
of the Legacy Distribution Agreement and the SCII Licence and Distribution Agreement and
related transaction documents.
 (C)
    
    In connection with the grant of the licences by Blizzard to Monsoon, the Company will grant
warrants to Blizzard to subscribe for shares in the Company in accordance with the terms of
the Warrant Instrument.
 (D)
    
    The Preference Shareholder has agreed to give certain undertakings in favour of Blizzard as
set out in this Deed.
 1.
    
    DEFINITIONS
 1.1
    
    In this Deed:
 Affiliate
 Applicable Laws
 Articles of Association
 Business Day
 Class B Issue Price
  - 1 -




---



##### 



Class B Shares
 Company
 Control
 (a)
    
    the power (whether directly or indirectly and whether by the ownership of share
capital, the possession of voting power, contract or otherwise) to appoint and/or
remove all or such of the members of the board or other governing body of a person as
are able to cast a majority of the votes capable of being cast by the members of that
board or body on all, or substantially all, matters, or otherwise to control or have
the power to control the policies and affairs of that person; and/or
 (b)
    
    the holding and/or possession of the beneficial interest in and/or the ability
to exercise the voting rights applicable to shares or other securities in any person
(whether directly or by means of holding such interests in one or more other persons)
which confer in aggregate on the holders thereof more than fifty per cent (50%) of the
total voting rights exercisable at general meetings of that person,
 Control Controlled
 Legacy Distribution Agreement
 Licence Agreements Licence Agreement
 Licence Term
 Preference Dividends
  - 2 -




---



##### 



Redemption Amount
 SCII Licence and Distribution Agreement
 Shareholders Agreement
 Warrant Instrument
 1.2
    
    The headings in this Deed do not affect its interpretation.
 1.3
    
    In this Deed, a reference to:
 1.3.1
    
    a clause, paragraph or schedule, unless specifically provided otherwise, is a
reference to a clause or paragraph of, or schedule to, this Deed;
 1.3.2
    
    a person includes a reference to a corporation, body corporate, association
or partnership, individual, and to that persons legal personal representatives,
successors and assigns;
 1.3.3
    
    any statutory provision or statute includes all modifications thereto and all
re-enactments (with or without modification) thereof and all subordinate legislation
made thereunder, in each case for the time being in force, except where the context
requires otherwise;
 1.3.4
    
    the singular includes the plural and vice versa (unless the context requires
otherwise);
 1.3.5
    
    words incorporating one gender shall include each gender; and
 1.3.6
    
    a reference to a written agreement includes a reference to such agreement as
may be amended or supplemented from time to time in accordance with its terms.
  - 3 -




---



##### 



2.
    
    PREFERENCE SHAREHOLDERS UNDERTAKING
  2.1
    
    not to exercise any right to require the Company to redeem in cash the Class B Shares,
whether pursuant to a right of the Preference Shareholder under the Shareholders Agreement or
under the Articles of Association;
 2.2
    
    to use its voting power to amend the terms of the Shareholders Agreement and the Articles of
Association in a manner consistent with the undertaking set out in Clause 2.1 above;
 2.3
    
    after the amendments referred to in Clause 2.2 above have been made, not to use its voting
power to further amend the terms of the Shareholders Agreement and the Articles of
Association in a manner inconsistent with the undertaking set out in Clause 2.1 above;
 2.4
    
    that it acknowledges that, upon a conversion of the Class B Shares into Ordinary Shares, it
has no entitlement to and will not claim against the Company any Preference Dividends, the
Redemption Amount or any accrued interest in connection with the same; and
 2.5
    
    that it shall procure that any transferee of the Class B shares held by it on the date hereof
shall give an undertaking in favour of Blizzard substantially in the form hereof as a
condition of any transfer of such Class B Shares.
 3.
    
    REPRESENTATIONS AND WARRANTIES
  3.1.1
    
    it is a company duly incorporated and validly existing under the laws of the
British Virgin Islands and has and will have the necessary power to enable it to enter
into and perform its obligations under this Deed;
 3.1.2
    
    this Deed constitutes its legal, valid and binding obligations, enforceable
against it in accordance with its terms;
 3.1.3
    
    all necessary authorisations to enable it to enter into this Deed have been
obtained and are and will remain in full force and effect; and
 3.1.4
    
    the execution, delivery and performance of this Deed will not conflict with
(a) any agreement binding on it or any of its assets; (b) its constitutive documents;
or (c) any applicable law.
 4.
    
    BENEFIT FOR BLIZZARD AND REASONABLENESS
  4.1
    
    each of the undertakings contained in this Deed is being granted in favour of Blizzard and
for the benefit of Blizzard; and
 4.2
    
    the provisions of this Deed are reasonable and necessary to protect the interests of
Blizzard.
  - 4 -




---



##### 



5.
    
    SPECIFIC PERFORMANCE
  6.
    
    NOTICES
 6.1
    
    Any notice or demand to be made by one person to another in respect of this Deed (a Notice)
shall be given:
 6.1.1
    
    in writing; and
 6.1.2
    
    shall be delivered personally or sent by courier by an internationally
recognised courier company (e.g. FedEx, DHL) or by fax, to the party due to receive the
Notice at its address set out in Clause 6.3 or to such other address, person, or fax
number as the party may specify by not less than seven (7) days written notice to the
other parties before the Notice was dispatched.
 6.2
    
    In the absence of evidence of earlier receipt, a Notice shall be deemed to have been duly
given if:
 6.2.1
    
    delivered personally, when left at the address referred to in Clause 6.1.2;
 6.2.2
    
    sent by courier, two (2) Business Days after posting it;
 6.2.3
    
    sent by fax, when confirmation of its transmission has been recorded on the
senders fax machine,
  6.3
    
    The address referred to in Clause 6.1.2 is:
 6.3.1
    
    in the case of the Preference Shareholder:
 
 6.3.2
    
    in the case of Blizzard:
  
  - 5 -




---



##### 



7.
    
    COSTS AND EXPENSES
  8.
    
    ASSIGNMENTS AND SUCCESSORS
 8.1
    
    This Deed shall be binding upon and inure for the benefit of each party hereto and its
personal representatives, successors in title and permitted assigns.
 8.2
    
    Blizzard may assign its rights and benefits under this Deed. No other party may, without the
prior written consent of Blizzard, transfer or assign any of its rights and/or obligations
hereunder.
 9.
    
    PARTIAL INVALIDITY
  10.
    
    GOVERNING LAW AND DISPUTE RESOLUTION
  10.2
    
    The courts of Singapore have exclusive jurisdiction to settle any dispute, controversy or
claim arising out of or in connection with this Deed (including a dispute relating to the
existence, validity, interpretation, breach or termination of this Deed or the consequences of
its nullity) (a Dispute).
 10.3
    
    The parties agree that the courts of Singapore are the most appropriate and convenient courts
to settle Disputes and accordingly no party will argue to the contrary.
 10.4
    
    Clauses 10.2 and 10.3 are for the benefit of Blizzard only. As a result and notwithstanding
Clause 10.2 above, it does not prevent Blizzard from taking proceedings relating to a Dispute
in any other courts with jurisdiction. To the extent allowed by law, Blizzard may take
concurrent proceedings in any number of jurisdictions.
  - 6 -




---



##### 



10.5
    
    The Preference Shareholder agrees that the documents which start any proceedings relating to
a Dispute (the Proceedings) and any other documents required to be served in relation to
those Proceedings may be served on it at Tricor Singapore Pte. Ltd. at 8 Cross Street, #11-00
PWC Building, Singapore 048424 (Tel: +65 6236 3503; Fax: +65 6236 4399 ) for the attention of
Ms. Lotus Isabella Lim Mei Hua in accordance with Clause 6 (the Process Agent). These
documents may, however, be served in any other manner allowed by law. This Clause applies to
all Proceedings wherever started. If for any reason the Process Agent ceases to be able to
act as such, the Preference Shareholder shall immediately inform Blizzard of this, and
undertakes to appoint a substitute Process Agent, and to deliver to Blizzard a copy of the
substitute Process Agents acceptance of that appointment, within thirty (30) days of the
original Process Agent ceasing to act as such.
 11.
    
    RIGHTS OF THIRD PARTIES
  12.
    
    ENTIRE AGREEMENT
  [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
  - 7 -




---



##### 



The Preference Shareholderunder its common sealThe COMMON SEAL of
    
    
    )GIGAMEDIA ASIA PACIFIC LIMITED
    
    
    )was hereunto affixed in the presence of:
    
    
    )
 Director/Authorised SignatoryDirector/Secretary/Authorised Signatory
 [SIGNATURE PAGE TO SHAREHOLDER DEED OF UNDERTAKING]




---



##### 



SIGNED, SEALED and DELIVERED
    
    )as a DEEDby:
    
    )for and on behalf of:
    
    )
    
    
    L.S.BLIZZARD ENTERTAINMENT INTERNATIONAL
    
    )a division of Coöperatie Activision
    
    )Blizzard International U.A.
    
    )in the presence of:
    
    Name:Title:
  
 [SIGNATURE PAGE TO SHAREHOLDER DEED OF UNDERTAKING]