EXHIBIT 4.31 ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT

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                                                                    EXHIBIT 4.31

                              ONLINE GAME SOFTWARE

                       DISTRIBUTION AND LICENSE AGREEMENT

                                    FORTRESS

                                 DECEMBER 28, 2004

               SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.

                      SHANGHAI SHANDA NETWORKING CO., LTD.

                       NANJING SHANDA NETWORKING CO., LTD.

                     HANGZHOU BIANFENG NETWORKING CO., LTD.

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                              ONLINE GAME SOFTWARE

                       DISTRIBUTION AND LICENSE AGREEMENT

THIS ONLINE GAME SOFTWARE DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")

is entered into as of December 28, 2004 ("Effective Date") by and among:

(1)    SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a corporation

      organized and existing under the laws of the People's Republic of China

      (the "PRC") and having its registered address at Room 638-7, Building 2,

      No. 351 Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai, the PRC

      ("Shengqu" or "Licensor");

(2)    SHANGHAI SHANDA NETWORKING CO., LTD., a corporation organized and existing

      under the laws of the PRC and having its registered address at Room 402-B,

      No. 727 Zhangjjiang Road, Pudong New Area, Shanghai, the PRC ("Shanda

      Networking");

(3)    NANJING SHANDA NETWORKING CO., LTD., a corporation organized and existing

      under the laws of the PRC and having its registered address at Room 801,

      18 F International Garden Apartment, High-technology Area, Nanjing, the

      PRC ("Nanjing Shanda "); and

(4)    HANGZHOU BIANFENG NETWORKING CO., LTD., a corporation organized and

      existing under the laws of the PRC and having its registered address at

      Floor 18, 160 Tianmushan Road, Hangzhou, Zhejiang, the PRC ("Bianfeng").

For the purpose of this Agreement, Shanda Networking, Nanjing Shanda and

Bianfeng shall be referred to collectively as the "Licensees".

                                    RECITALS

WHEREAS, Shengqu engages in the business of developing, distributing and selling

computer games, including online games played by multiple users;

WHEREAS, the Licensees engage in the business of the operating, publishing and

selling online games;

WHEREAS, Shanda Networking and Game Venture Inc. ("Game Venture") had entered

into a software

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licensing agreement on July 28, 2002 (the "Original Agreement"). Shanda

Networking has the right to operate the Game in this Original Agreement.

WHEREAS, Shanda Networking desires to transfer the license to Shengqu, and

Shengqu sublicense the Game to Shanda Networking, Nanjing Shanda and Bianfeng in

specific regions.

NOW, THEREFORE, in consideration of the premises and the mutual consideration

received and to be received pursuant to this Agreement, the parties agree as

following.

1.     DEFINITIONS.

In this Agreement, unless the context otherwise requires, the following

expressions shall have the meanings set forth below:

1.1    "Business Day" shall mean any day other than a Saturday, a Sunday or a

      legal holiday in the PRC.

1.2    "Client Software" shall mean software sold, provided or distributed to the

       users and therefore, to be loaded onto the user's personal computer.

1.3    "Server Software" shall mean system software and a proprietary database

      (including the content and records located in such database) located on

      servers connected to the Internet.

1.4    "Game" shall mean an online game known as The Fortress licensed by Game

      Venture to Shanda Networking.

1.5    "Intellectual Property" shall mean any and all (by whatever name or term

      known or designated) tangible and intangible and now known or hereafter

      existing (a) rights associated with works of authorship throughout the

      universe, including, but not limited to, copyrights (including without

      limitation, the sole and exclusive right to prepare "derivative works of

      the copyrighted work and to copy, manufacture, reproduce, distribute

      copies of, modify, perform and display the copyrighted work and all

      derivative works thereof), moral rights (including without limitation any

      right to identification of authorship and any limitation on subsequent

      modification) and mask-works; (b) rights in and relating to the protection

      of trademarks, service marks, trade names, goodwill, rights of publicity,

      merchandising rights, advertising rights and similar rights; (c) rights in

      and relating to the protection of trade secrets and confidential

      information; (d) patents, designs, algorithms and other industrial

      property rights and rights associated therewith; (e) other intellectual

      and industrial property and proprietary rights (of every kind and nature

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      throughout the universe and however designated) relating to intangible

      property that are analogous to any of the foregoing rights (including

      without limitation logos, rental rights and rights to remuneration),

      whether arising by operation of law, contract, license or otherwise; (f)

      registrations, applications, renewals, extensions, continuations,

      divisions or reissues thereof now or hereafter in force throughout the

      universe (including without limitation rights in any of the foregoing);

      and (g) rights in and relating to the sole and exclusive possession,

      ownership and use of any of the foregoing throughout the universe,

      including without limitation, the right to license and sublicense, assign,

      pledge, mortgage, sell, transfer, convey, grant, gift over, divide,

      partition and use (or not use) in any way any of the foregoing now or

      hereafter (including without limitation any claims and causes of action of

      any kind with respect to, and any other rights relating to the enforcement

      of, any of the foregoing).

1.6    "Territory" shall include East China, North-east China, North China,

      North-west China, South-west China, and Central-south China. East China

      include Shanghai, Jiangsu province, Zhejiang province, Anhui province,

      Fujian province, Jiangxi province and Shandong province; North-east China

      include Liangning province, Jilin province and Heilongjiang province;

      North China include Beijing, Tianjin, Hebei province, Shanxi province and

      Inner Mongolia autonomous region; North-west China include Shanxi

       province, Gansu province, Qinghai province, Ningxia autonomous r