Abstract: Like many modern naturalists, Spinoza proposed constructing the state through social contract theory. The difference is that Spinoza rejected the idea of basing the social contract on rational natural law, and instead sought to explore the significance of passion for society and the state. On the basis of the core texts of Theological-Political Treatise, Ethics and Political Treatise, the paper clarifies the essential role of passions, such as fear, hope and sympathy in the social contract; meanwhile, it points out that reason has never been absent in either the state of nature or the state of citizens, but has always been integrated with passion, with the two becoming the foundations for establishing and maintaining social contract in the form of “intermediary state”. Constructing the social contract in this way can not only lay a new foundation and order for the modern state, but also result in various crises for the modern state.